Turning Point Brands, Inc. (Form: 8-K, Received: 05/16/2016 17:51:16)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): May 10, 2016

Turning Point Brands, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37763	20-0709285
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

5201 Interchange Way

Louisville, Kentucky 40229

(Address of principal executive offices)

(502) 778-4421

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Underwriting Agreement

On May 10, 2016, Turning Point Brands, Inc. (the “Company” or “we” or “us”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen and Company, LLC and FBR Capital Markets & Co. relating to the Company’s initial public offering (the “Offering”) of its common stock, par value $0.01 per share (the “Common Stock”). Pursuant to the Underwriting Agreement, the Company agreed to sell 5,400,000 shares of its Common Stock and provide for an overallotment option of 810,000 shares (the “Overallotment Option”) of Common Stock to the Underwriters. The initial public offering price was $10.00 per share. The Underwriting Agreement includes customary representations, warranties and covenants by the Company and the Underwriters. It also provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or contribute to payments the Underwriters may be required to make because of any of those liabilities. The Offering, closed on May 13, 2016 (the “Closing Date”). As of the date hereof, the underwriters have not exercise their overallotment option. The Company used the proceeds from the Offering to pay fees and expenses related to the offering, repurchase warrants and options issued by its subsidiary, Intrepid Brands LLC (“Intrepid”), repay approximately $34 million of its floating rate PIK Toggle Notes due 2021 (the “PIK Toggle Notes”) not exchanged for Common Stock as more fully-described below and used the remaining proceeds to repay a portion of the borrowings outstanding under its second lien credit facility.

In connection with the Offering, the Company entered into a number of agreements, which were disclosed in its Registrant Statement on Form S-1 (File No. 333-207816) (the “Registration Statement”) and are also described below:

Registration Rights Agreement

In connection with the Offering, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with certain existing stockholders. Under the Registration Rights Agreement, at any time following the 180-day lock-up period following the Offering, subject to certain exceptions, including underwriter cutbacks, limitations on offering size and the Company’s right to defer a demand registration under certain circumstances, certain parties to the Registration Rights Agreement can require that the Company register for resale their shares of Common Stock.

The Registration Rights Agreement also includes customary piggyback rights for parties thereto in connection with registrations by the Company, including registrations filed in connection with a demand registration. Piggyback registration rights are subject to customary underwriter cutback provisions.

The Registration Rights Agreement includes customary covenants by the Company. It also provides that the Company will indemnify certain “Designated Stockholders” against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or contribute to payments that the Designated Stockholders may be required to make because of any of those liabilities.

Exchange and Sale Agreement for PIK Notes

In connection with the Offering, the Company entered into an exchange agreement with Standard General L.P. (together with the funds it manages, “Standard General”) pursuant to which the Company agreed to exchange for Common Stock the PIK Toggle Notes that were not repaid with a portion of the proceeds from the Offering attributable to Standard General’s anchor order (the “Exchange Agreement for PIK Notes”). Under the Exchange Agreement for PIK Notes, Standard General exchanged approximately $29.4 million in accreted value of PIK Toggle Notes (including PIK Toggle Notes subject to Fort George Investments, LLC’s (“Fort George”) participation interest, for approximately 3,168,438 shares of Common Stock (equivalent to a conversion price equal to the price paid by the underwriters for the shares in the Offering) of which 440,176 shares were issued to Fort George, in respect of its participation interest.

Exchange Agreements for 7% Senior Notes

In connection with the Offering, the Company entered into an exchange agreement (the “7% Senior Note Exchange Agreement”) with certain holders (the “7% Exchanging Holders”) of its 7% Senior PIK Toggle Notes due 2023 (the “7% Senior Notes”) as well into an exchange agreement (the “7% Standard General Exchange Agreement” and, together with the 7% Senior Note Exchange Agreement, the “7% Senior Noteholder Agreements”) with Standard General, pursuant to which the Company agreed to exchange the 7% Senior Notes subject to the agreements for Common Stock at a price equal to the price to the public in the Offering. Concurrently with the Closing of the Offering, the Company exchanged approximately $11.2 million in aggregate accreted value of the 7% Senior Notes for approximately 1.2 million shares of its Common Stock. The 7% Senior Noteholder Agreements each include certain representations, warranties and covenants by the Company, the 7% Senior Noteholders and Standard General, as applicable.

Warrant Purchase Agreement

On May 10, 2016, the Company entered into an agreement (the “Warrant Purchase Agreement”) with holders of warrants to purchase common units of Intrepid (the “Intrepid Warrantholders”) to repurchase the warrants held by such holders with proceeds from the Offering. On May 13, 2016, the Company purchased approximately 9.4 million Intrepid Warrants from the Intrepid Warrantholders party to the Warrant Purchase Agreement for $0.50 per Warrant. The Warrant Purchase Agreement includes certain representations and warranties by the Company and the Intrepid Warrantholders, and covenants by the Intrepid Warrantholders.

Amendment to the Stockholders’ Agreement

On April 28, 2016, the Company amended its Stockholders Agreement dated June 25, 1997, as amended by the Amended and Restated Stockholders’ Agreement dated February 9, 2004 (the “Amendment to the Stockholders’ Agreement”). The Company, North Atlantic Trading Company, Inc., a wholly owned subsidiary of the Company, and certain stockholders of the Company amended the Stockholders’ Agreement to provide for restrictions similar to those in the lock up agreements the Company’s executive officers and directors entered into with the Underwriters in connection with the Offering with respect to any shares of Common Stock held by the parties to the Stockholders’ Agreement. Pursuant to the Amendment to the Stockholders’ Agreement, all other substantive provisions of the Stockholders’ Agreement terminated upon the consummation of the Offering and the Stockholders’ Agreement will terminate in its entirety upon the expiration of the 180-day lock-up period.

Indemnification Agreements

On May 10, 2016, the Company entered into indemnification agreements (the “Indemnification Agreements”) with each of its executive officers and directors and with Standard General. These agreements provide that the Company will indemnify the applicable executive officer, director or Standard General to the fullest extent permitted by law in connection with their service to the Company or on the Company’s behalf.

The foregoing descriptions of the Underwriting Agreement, Registration Rights Agreement, Exchange Agreement for PIK Toggle Notes, 7% Standard General Exchange Agreement, 7% Senior Note Exchange Agreement, Warrant Purchase Agreement, Amendment to the Stockholders’ Agreement and Indemnification Agreements do not purport to be complete and are qualified in their entirety by reference to of the full agreements which are filed as Exhibits 1.1, 4.1, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 hereto, respectively, and incorporated by reference herein.

Item 3.02 Unregistered Sale of Equity Securities

As described in Item 1.01, the Company issued approximately 3.1 million shares of its common stock in exchange for a portion of the PIK Toggle Notes and approximately 1.2 million shares of its Common Stock in exchange for apportion of the 7% Senior Notes. These issuances of Common Stock were made in reliance on the exemption from registration provided by S ection 4(a)(2) of the Securities Act of 1933.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 4, 2015 the Company entered into an amendment to the 2008 Amended and Restated Employment Agreement (the “2008 Agreement”) with Thomas F. Helms, Jr. to terminate the 2008 Agreement (the “Amendment”). Pursuant to the Amendment, which went into effect immediately prior to consummation of the Offering, Mr. Helms’ employment and the 2008 Agreement have been terminated. Neither the Company nor Mr. Helms have any further rights, obligations or duties under the 2008 Agreement, except that any rights Mr. Helms has to indemnification by the Company survive the termination of the 2008 Agreement. In consideration of the Amendment, the Company will pay Mr. Helms $298,312 shortly following the closing of the Offering and an additional $298,312 on the three-month anniversary of the closing of the Offering. Mr. Helms continues to serve as the Company’s non-executive chairman.

On November 23, 2015, the Company entered into new employment agreements with each of Lawrence Wexler and James Dobbins (the “2016 Employment Agreements”), the effectiveness of which was contingent on the consummation of the Offering. As more fully described in the Company’s Registration Statement, the 2016 Employment Agreements provide for an initial term of one year, subject to automatic extensions for successive one-year terms unless earlier terminated, or unless either party provides notice of non-renewal at least 60 days prior to the end of the applicable term. Pursuant to the 2016 Employment Agreements, Mr. Wexler is entitled to receive an annual base salary of $722,925 and Mr. Dobbins is entitled to receive an annual base salary of $365,271, subject to adjustment by the board of directors. Each of Messrs. Wexler and Dobbins will be eligible to receive an annual cash bonus award, with a target bonus opportunity equal to 100% of base salary for Mr. Wexler and 50% of base salary for Mr. Dobbins.

On November 23, 2015, the Company entered into a new employee agreement with Mark Stegeman (the “2016 Stegeman Agreement”), the effectiveness of which was contingent on the consummation of the Offering. The 2016 Stegeman Agreement provides for an initial term of one year, subject to automatic extensions for successive one-year terms unless earlier terminated, or unless either party provides notice of non-renewal at least 60 days prior to the end of the applicable term. Pursuant to the 2016 Stegeman Agreement, Mr. Stegeman is entitled to receive an annual base salary of $350,000, subject to adjustment by the board of directors. Mr. Stegeman will be eligible to receive an annual cash bonus award, with a target bonus opportunity equal to 50% of his base salary.

The foregoing descriptions of the Amendment, the 2016 Employment Agreements and the 2016 Stegeman Agreement do not purport to be complete and are qualified in their entirety by reference to each of the 2016 Employment Agreements and the 2016 Stegeman Agreement, copies of which are filed as Exhibits 10.8, 10.9, 10.10 and 10.11 hereto, respectively, and incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As more fully described in the Company’s Registration Statement, on May 12, 2016, the Company amended and restated its Certificate of Incorporation (the “Second Amended and Restated Certificate of Incorporation”) and amended and restated its By-Laws.

The descriptions of the Second Amended and Restated Certificate of Incorporation and the By-Laws are qualified in their entirety by reference to the full text of the Second Amended and Restated Certificate of Incorporation and the By-Laws, attached hereto as Exhibits 3.1 and 3.2, respectively.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description

1.1**		Underwriting Agreement amongst Turning Point Brands, Inc., Cowen and Company, LLC and FBR Capital Markets & Co., dated May 10, 2016.

3.1**		Second Amended and Restated Certificate of Incorporation.

3.2*		Amended and Restated By-laws (incorporated by reference to Exhibit 3.3 of the Registrant’s Registration Statement on Form S-1 (File No.333-207816) filed on November 24, 2015).

4.1 **		Registration Rights Agreement of Turning Point Brands, Inc.

10.1**		Exchange and Sale Agreement between North Atlantic Holding Company, Inc. and Standard General for PIK Notes.

10.2**		Exchange Agreement between Turning Point Brands, Inc. and Standard General for 7% Senior Notes.

10.3*		Exchange Agreement between North Atlantic Holding Company, Inc. and certain holders of the 7% Senior Notes dated November 4, 2015 (incorporated by reference to Exhibit 10.39 of the Registrant’s Registration Statement on Form S-1 (File No.333-207816) filed on November 24, 2015).

10.4**		Intrepid Brands LLC Warrant Repurchase Agreement, dated May 10, 2016 .

10.5*		Amendment No. 1 to the Turning Point Brands, Inc. Stockholders’ Agreement, dated April 28, 2016 (incorporated by reference to Exhibit 10.44 of the Registrant’s Registration Statement on Form S-1 (File No.333-207816) filed on April 28, 2016) .

10.6**		Indemnification Agreement between Turning Point Brands, Inc. and Standard General, dated May 10, 2016.

10.7*		Form of Indemnification Agreement between Turning Point Brands, Inc. and certain directors and officers (incorporated by reference to Exhibit 10.39 of the Registrant’s Registration Statement on Form S-1 (File No.333-207816) filed on November 24, 2015).

10.8**		Amendment No. 1 to the Employment Agreement between Turning Point Brands, Inc. and Thomas F. Helms, Jr., dated December 4, 2015.

10.9**		2016 Employment Agreement between Turning Point Brands, Inc. and Lawrence Wexler, dated November 23, 2015.

10.10**		2016 Employment Agreement between Turning Point Brands, Inc. and James Dobbins, dated November 23, 2015.

10.11**		2016 Employment Agreement between Turning Point Brands, Inc. and Mark Stegeman, dated November 23, 2015.

Incorporated by reference.

Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	TURNING POINT BRANDS, INC.

	By:	/s/ James Dobbins
	Name:	James Dobbins
	Title:	Senior Vice President, General Counsel and Secretary

Dated: May 16, 2016

EXHIBIT INDEX

1.1**		Underwriting Agreement amongst Turning Point Brands, Inc., Cowen and Company, LLC and FBR Capital Markets & Co., dated May 10, 2016.

3.1**		Second Amended and Restated Certificate of Incorporation.

3.2*		Amended and Restated By-laws (incorporated by reference to Exhibit 3.3 of the Registrant’s Registration Statement on Form S-1 (File No.333-207816) filed on November 24, 2015).

4.1 **		Registration Rights Agreement of Turning Point Brands, Inc.

10.1**		Exchange and Sale Agreement between North Atlantic Holding Company, Inc. and Standard General for PIK Notes.

10.2**		Exchange Agreement between Turning Point Brands, Inc. and Standard General for 7% Senior Notes.

10.3*		Exchange Agreement between North Atlantic Holding Company, Inc. and certain holders of the 7% Senior Notes dated November 4, 2015 (incorporated by reference to Exhibit 10.39 of the Registrant’s Registration Statement on Form S-1 (File No.333-207816) filed on November 24, 2015).

10.4**		Intrepid Brands LLC Warrant Repurchase Agreement, dated May 10, 2016 .

10.5*		Amendment No. 1 to the Turning Point Brands, Inc. Stockholders’ Agreement, dated April 28, 2016 (incorporated by reference to Exhibit 10.44 of the Registrant’s Registration Statement on Form S-1 (File No.333-207816) filed on April 28, 2016) .

10.6**		Indemnification Agreement between Turning Point Brands, Inc. and Standard General, dated May 10, 2016.

10.7*		Form of Indemnification Agreement between Turning Point Brands, Inc. and certain directors and officers (incorporated by reference to Exhibit 10.39 of the Registrant’s Registration Statement on Form S-1 (File No.333-207816) filed on November 24, 2015).

10.8**		Amendment No. 1 to the Employment Agreement between Turning Point Brands, Inc. and Thomas F. Helms, Jr., dated December 4, 2015.

10.9**		2016 Employment Agreement between Turning Point Brands, Inc. and Lawrence Wexler, dated November 23, 2015.

10.10**		2016 Employment Agreement between Turning Point Brands, Inc. and James Dobbins, dated November 23, 2015.

10.11**		2016 Employment Agreement between Turning Point Brands, Inc. and Mark Stegeman, dated November 23, 2015.

Incorporated by reference.

Filed herewith.

Exhibit 1.1

TURNING POINT BRANDS, INC.

Common Stock

UNDERWRITING AGREEMENT

May 10, 2016

COWEN AND COMPANY, LLC

FBR CAPITAL MARKETS & CO.

as Representatives of the several Underwriters

c/o Cowen and Company, LLC

599 Lexington Avenue

New York, NY 10022

c/o FBR Capital Markets & Co.

1300 North 17th Street, Suite 1400

Arlington, Virginia 22209

Dear Sirs:

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 opposite the names of the Underwriters in Schedule I hereto. The Initial Shares to be purchased by the Underwriters and all or any part of the Option Shares subject to the option described in Section 1(b) hereof are hereinafter called, collectively, the “ Shares .”

The Company understands that the Underwriters propose to make a public offering of the Shares as soon as the Underwriters deem advisable after this Underwriting Agreement (the “ Agreement ”) has been executed and delivered.

The Company has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form S-1 (No. 333-207816) including a related preliminary prospectus, for the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “ Securities Act ”), and the rules and regulations promulgated thereunder (the “ Securities Act Regulations ”). The Company has prepared and filed such amendments to the registration statement and such amendments or supplements to the related preliminary prospectus as may have been required prior to the date hereof, and will file such additional amendments or supplements as may hereafter be required. The registration statement has been declared effective under the Securities Act by the Commission. The registration statement, as amended at the time it was declared effective by the Commission (and, if the Company files a post-effective amendment to such registration statement that becomes effective prior to the Closing Time (as defined below), such registration statement as so amended), and including all information deemed to be a part of the registration statement pursuant to Rule 430A of the Securities Act Regulations or otherwise, is hereinafter called the “ Registration Statement .” Any registration statement filed pursuant to Rule 462(b) of the Securities Act Regulations is hereinafter called the “ Rule 462(b) Registration Statement ,” and after such filing the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each prospectus included in the Registration Statement before it was declared effective by the Commission under the Securities Act, and any preliminary form of prospectus filed with the Commission by the Company with the consent of the Underwriters pursuant to Rule 424(a) of the Securities Act Regulations, including all information incorporated by reference in either such prospectus, is hereinafter called the “ Preliminary Prospectus .” The term “ Prospectus ” means the final prospectus, as first filed with the Commission pursuant to Rule 424(b) of the Securities Act Regulations, and any amendments thereof or supplements thereto.

The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus.

The Representatives have agreed to reserve a portion of the Initial Securities to be purchased by the Underwriters under this Agreement, up to 162,000 shares of the Initial Securities, for sale to the Company’s directors, officers, employees, and certain friends and family members of these persons, and certain clients and prospective clients (collectively, “Participants”), as set forth in the Prospectus (as hereinafter defined) under the heading “Underwriting” (the “Directed Share Program”). The Initial Securities to be sold pursuant to the Directed Share Program are referred to hereinafter as the “Directed Shares.” Any Directed Shares not orally confirmed for purchase by any Participant by 9:00 a.m., New York City time on the business day following the day that this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

The term “ Disclosure Package ” means (i) the Preliminary Prospectus, as most recently amended or supplemented immediately prior to the Initial Sale Time (as defined herein), (ii) the Issuer Free Writing Prospectuses (as defined below), if any, identified in Schedule II-A hereto, (iii) the information included in Schedule III hereto, and (iv) any other Free Writing Prospectus (as defined below) that the parties hereto shall hereafter expressly agree to treat as part of the Disclosure Package.

The term “ Issuer Free Writing Prospectus ” means any issuer free writing prospectus, as defined in Rule 433 of the Securities Act Regulations.

The term “ Free Writing Prospectus ” means any free writing prospectus, as defined in Rule 405 of the Securities Act Regulations.

The term “ Testing-the-Waters Communication ” means any oral or written communication with potential investors with regard to the offering contemplated by the Registration Statement undertaken in reliance on Section 5(d) of the Securities Act.

The term “ Written Testing-the-Waters Communication ” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act.

The Company and the Underwriters agree as follows:

1. Sale and Purchase .

(a) Initial Shares. Upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock of $9.30, the Company agrees to sell to the Underwriters the aggregate number of Initial Shares set forth in Schedule I , and each Underwriter agrees, severally and not jointly, to purchase from the Company the number of Initial Shares set forth in Schedule I opposite such Underwriter’s name, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

(b) Option Shares . In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth in paragraph (a) above, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company, all or any part of the Option Shares, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (an “ Option Closing Time ”) shall be determined by the Representative, but shall not be later than three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell the total number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased as the number of Initial Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

2. Payment and Delivery .

(a) Initial Shares . The Initial Shares to be purchased by each Underwriter hereunder and, to the extent the Initial Shares exist in definitive form, in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“ DTC ”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of federal (same-day) funds to the account specified to the Representatives by the Company upon at least forty-eight hours’ prior notice. To the extent the Initial Shares exist in definitive form, the Company will cause the certificates representing the Initial Shares to be made available for checking and packaging not later than 1:00 p.m. New York City time on the business day prior to the Closing Time (as defined below) with respect thereto at the office of Gibson, Dunn & Crutcher LLP, 1050 Connecticut Avenue, N.W., Washington, DC 20036-5306, or at the office of DTC or its designated custodian, as the case may be (the “ Designated Office ”). The time and date of the delivery of the Initial Shares and payment shall be 9:30 a.m., New York City time, on the third (fourth, if the determination of the purchase price of the Initial Shares occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representatives and the Company). The time and date at which such delivery and payment are actually made is hereinafter called the “ Closing Time .”

(b) Option Shares . Any Option Shares to be purchased by each Underwriter hereunder to the extent such Option Shares exist in definitive form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of DTC for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of federal (same-day) funds to the account specified to the Representatives by the Company, upon at least forty-eight hours’ prior notice. To the extent the Option Shares exist in definitive form, the Company will cause the certificates representing the Option Shares to be made available for checking and packaging at least twenty-four hours prior to the Option Closing Time with respect thereto at the Designated Office. The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the date specified by the Representatives in the notice given by the Representatives to the Company of the Underwriters’ election to purchase such Option Shares or on such other time and date as the Company and the Representatives may agree upon in writing.

3. Representations and Warranties of the Company .

The Company represents and warrants to the Underwriters and agrees with each Underwriter as of the date hereof, as of the Initial Sale Time (as defined below), as of the Closing Time and as of any Option Closing Time (if any) that:

(a) the Company had, as of the dates indicated in the Registration Statement, the Disclosure Package and the Prospectus, and will have, as of the Initial Sale Time, the Closing Time and any Option Closing Time (if any), the duly authorized capitalization as set forth in the Registration Statement, the Disclosure Package and the Prospectus; the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable, and have not been issued in violation of or subject to any preemptive right or other similar right of stockholders arising by operation of law, under the certificate of incorporation or bylaws, as amended, of the Company, under any agreement to which the Company is a party or otherwise; all of the Company’s subsidiaries are named in Exhibit 21.1 to the Registration Statement (each, a “ Subsidiary ”) and all of the outstanding shares of capital stock of each corporate Subsidiary of the Company and all of the membership interests of each Subsidiary that is a limited liability company, and limited partnership interests of each Subsidiary that is a limited partnership have been duly and validly authorized and issued, and are fully paid, and, in the case of the corporate Subsidiaries, non-assessable, and all of the outstanding shares of capital stock, membership interests or limited partnership interests, as applicable, of the Subsidiaries, except as provided in the Registration Statement, Disclosure Package or Prospectus, are directly or indirectly owned of record and beneficially by the Company; except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, there are no outstanding (i) securities or obligations of the Company or any of the Subsidiaries convertible into or exchangeable for any capital stock, membership interests or limited partnership interests, as applicable, of the Company or any such Subsidiary, (ii) warrants, rights or options to subscribe for or purchase from the Company or any such Subsidiary any such capital stock, membership interests or limited partnership interests or any such convertible or exchangeable securities or obligations, or (iii) obligations of the Company or any such Subsidiary to issue or sell any shares of capital stock, any such convertible or exchangeable securities or obligations, or any such warrants, rights or options;

(b) each of the Company and the Subsidiaries has been duly incorporated or organized and is validly existing as a corporation or a limited liability company in good standing under the laws of its respective jurisdiction of incorporation or organization with full corporate or other power and authority to own, lease or operate its respective properties and to conduct its respective businesses as described in each of the Registration Statement, the Disclosure Package and the Prospectus, and, in the case of the Company, to execute and deliver this Agreement and to consummate the transactions contemplated herein (including the issuance, sale and delivery of the Shares);

(c) each of the Company and the Subsidiaries is duly qualified or licensed by, and is in good standing in, each jurisdiction in which it conducts its respective business or in which it owns or leases property or otherwise maintains an office and in which the failure, individually or in the aggregate, to be so qualified or licensed would reasonably be expected to have a material adverse effect on (i) the business, condition (financial or otherwise), results of operations or prospects of the Company and the Subsidiaries, taken as a whole, or (ii) the consummation of the transactions contemplated hereby or of the other transactions contemplated by the Registration Statement, the Disclosure Package or the Prospectus (any such effect or change, where the context so requires is hereinafter called a “ Material Adverse Effect ” or “ Material Adverse Change ”); except as disclosed in both the Prospectus and the Disclosure Package, no Subsidiary is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with respect to such Subsidiary’s capital stock or from repaying to the Company or any other Subsidiary any amounts which may from time to time become due under any loans or advances to such Subsidiary from the Company or such other Subsidiary, or from transferring any such Subsidiary’s property or assets to the Company or to any other Subsidiary; other than as disclosed in both the Prospectus and the Disclosure Package, the Company does not own, directly or indirectly, any capital stock or other equity securities of any other corporation or any ownership interest in any partnership, joint venture or other association;

(d) each of the Company and the Subsidiaries is not in breach of, or in default under (nor has any event occurred which with notice, lapse of time, or both would constitute a breach of, or default under) (i) its certificate of incorporation, bylaws, or other organizational documents (collectively, the “ Charter Documents ”), (ii) the performance or observance of any obligation, agreement, covenant or condition contained in any contract, license, indenture, mortgage, deed of trust, loan, credit agreement or other agreement or instrument to which it is a party or by which any of them or their respective properties may be bound or affected, or (iii) any federal, state, local or foreign law, regulation or rule or any decree, or judgment, permit or order (each, a “ Law ”) applicable to the any of them, except, in the case of clauses (ii) and (iii) above, for such breaches or defaults which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;

(e) this Agreement has been duly authorized, executed and delivered by the Company;

(f) (w) the execution, delivery and performance of this Agreement, (x) the issuance, sale and delivery of the Shares, (y) the use of the proceeds from the sale of the Shares as described in the Registration Statement, the Disclosure Package and the Prospectus, and (z) the consummation by the Company of the transactions contemplated hereby and thereby, and the compliance by the Company and the Subsidiaries with the terms and provisions hereunder and thereunder will not (A) conflict with, or result in any breach of, or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under), (i) any provision of the Charter Documents of the Company or any Subsidiary, or (ii) any provision of any contract, license, indenture, mortgage, deed of trust, loan, credit agreement or other agreement or instrument to which the Company or any Subsidiary is a party or by which it or its respective properties may be bound or affected, or (iii) under any Law applicable to the Company or any Subsidiary, except in the case of clauses (ii) and (iii) for such conflicts, breaches or defaults that have been validly waived or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; or (B) result in the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset of the Company or any Subsidiary;

(g) no approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, arbitral panel, authority or agency (collectively, “ Governmental Authority ”) is required in connection with the Company’s execution, delivery and performance of this Agreement, its consummation of the transactions contemplated herein, and the issuance and sale and delivery of the Shares, other than (i) such as have been obtained, or will have been obtained at the Closing Time or any Option Closing Time, as the case may be, under the Securities Act and/or the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) or any filing on Form 8-A, (ii) such approvals as have been obtained in connection with the approval of the quotation of the Shares on the New York Stock Exchange (the “ NYSE ”), (iii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Shares are being offered by the Underwriters, (iv) such as have been obtained or made under the rules and regulations of the Financial Industry Regulatory Authority (“ FINRA ”) and (v) in each case such as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(h) each of the Company and the Subsidiaries has all necessary licenses, permits, certificates, authorizations, consents and approvals and has made all necessary filings required under any Law, and has obtained all necessary licenses, permits, certificates, authorizations, consents and approvals from other persons, and has not received any written notice of any proceedings relating to the revocation or modification thereof, required in order to conduct their respective businesses as described in each of the Registration Statement, the Disclosure Package and the Prospectus, except to the extent that any failure to have any such licenses, permits, certificates, authorizations, consents or approvals, to make any such filings or to obtain any such licenses, permits, certificates, authorizations, consents or approvals would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; other than as set forth in each of the Registration Statement, the Disclosure Package and the Prospectus, neither the Company nor any of the Subsidiaries is required by any applicable Law to obtain accreditation or certification from any governmental agency or authority in order to provide the products and services which it currently provides or which it proposes to provide as set forth in each of the Registration Statement, the Disclosure Package and the Prospectus; neither the Company nor any of the Subsidiaries is in violation of, in default under, or has received any notice regarding a possible violation, default or revocation of any such license, permit, certificate, authorization, consent or approval or any Law applicable to the Company or any of the Subsidiaries, the effect of which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and no such license, permit, certificate, authorization, consent or approval contains a materially burdensome restriction that is not adequately disclosed in each of the Registration Statement, the Disclosure Package and the Prospectus;

(i) each of the Registration Statement and any Rule 462(b) Registration Statement has become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission, and the Company has complied to the Commission’s satisfaction with any request on the part of the Commission for additional information;

(j) the Registration Statement conformed and will conform in all material respects on the effective date and at the applicable Closing Time or Option Closing Time, and any amendment to the Registration Statement filed after the date hereof will conform in all material respects when filed, to the requirements of the Securities Act and the Securities Act Regulations. The Preliminary Prospectus conformed, and the Prospectus will conform in all material respects, each when filed with the Commission pursuant to Rule 424, under the Securities Act and at the applicable Closing Time or Option Closing Time, to the requirements of the Securities Act and the Securities Act Regulations;

(k) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and as of its date and as of the Closing Date, and any Option Closing Date, neither the Preliminary Prospectus nor the Prospectus contains nor will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however, that the Company makes no warranty or representation with respect to any statement contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus in reliance upon and in conformity with the information concerning the Underwriters and furnished in writing by or on behalf of the Underwriters through the Representatives to the Company expressly for use therein (that information being limited to that described in the last sentence of the first paragraph of Section 10(c) hereof);

(l) as of 10:30 a.m. (Eastern time) on the date of this Agreement (the “Initial Sale Time”), the Disclosure Package did not, and at the Closing Time and each Option Closing Time, the Disclosure Package will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(m) each Issuer Free Writing Prospectus identified in Schedule II-A hereto and each individual Written Testing-the-Waters Communication, each when taken together with the Disclosure Package, did not, as of the Initial Sale Time, and on the Closing Date and as of each Option Closing Time will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however, that the Company makes no warranty or representation with respect to any statement contained in or omitted from any Issuer Free Writing Prospectus, Written Testing-the-Waters Communication or the Disclosure Package in reliance upon and in conformity with the information concerning the Underwriters and furnished in writing by or on behalf of the Underwriters through the Representatives to the Company expressly for use therein (that information being limited to that described in the last sentence of the first paragraph of Section 9(c) hereof);

(n) each Issuer Free Writing Prospectus, if any, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, that has not been superseded or modified;

(o) the Company is eligible to use Free Writing Prospectuses in connection with this offering pursuant to Rules 164 and 433 under the Securities Act; any Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act Regulations has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the Securities Act Regulations; and each Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Regulations or that was prepared by or on behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations;

(p) except for the Issuer Free Writing Prospectuses identified in Schedule II-A hereto, and any electronic road show relating to the public offering of shares contemplated herein, the Company has not prepared, used or referred to, and will not, without the prior consent of the Representative, prepare, use or refer to, any Free Writing Prospectus;

(q) the Preliminary Prospectus, the Prospectus and any Issuer Free Writing Prospectuses (to the extent any such Issuer Free Writing Prospectus was required to be filed with the Commission) delivered to the Underwriters for use in connection with the public offering of the Shares contemplated herein have been and will be identical to the versions of such documents transmitted to the Commission for filing via the Electronic Data Gathering Analysis and Retrieval System (“ EDGAR ”), except to the extent permitted by Regulation S-T;

(r) the Company filed the Registration Statement with the Commission before using any Issuer Free Writing Prospectus; and each Issuer Free Writing Prospectus was preceded or accompanied by the most recent Preliminary Prospectus satisfying the requirements of Section 10 under the Securities Act, which Preliminary Prospectus included an estimated price range;

(s) from the time of initial submission of a registration statement relating to the Shares with the Commission through the date hereof, the Company has been and is an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act (an “ Emerging Growth Company ”). The Company (i) has not engaged in any Testing-the-Waters Communications, other than Testing-the-Waters Communications with the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act, and the only such Testing-the-Waters Communications occurred between April 6, 2016 and April 18, 2016, and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications other than those listed on Schedule II-B hereto;

(t) other than as set forth in each of the Registration Statement, the Disclosure Package and the Prospectus, there are no actions, suits, proceedings, inquiries or investigations pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary or affiliate, or any of their respective officers and directors, or to which the properties, assets or rights of any such entity are subject, at law or in equity, or before or by any Governmental Authority that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect (for the avoidance of doubt, for purposes of this Section 3(t), the term “affiliate” shall not include Standard General L.P. and investment funds controlled or managed by Standard General L.P. (collectively, “Standard General”));

(u) the consolidated financial statements of the Company, including the notes thereto, included in each of the Registration Statement, the Disclosure Package and the Prospectus (i) fairly present, in all material respects, the consolidated financial position of the entities to which such financial statements relate (the “ Covered Entities ”) as of the dates indicated and the consolidated results of operations and changes in financial position and cash flows of the Covered Entities for the periods specified and (ii) have been prepared in conformity with United States generally accepted accounting principles (“ GAAP ”) applied on a consistent basis during the periods involved and in accordance with Regulation S-X promulgated by the Commission; the financial statement schedules included in the Registration Statement and the amounts in both the Prospectus and the Disclosure Package under the captions “Summary Historical Condensed Consolidated Financial and Other Information” and “Selected Historical Condensed Consolidated Financial and Other Information” fairly present in all material respects the information shown therein and have been compiled on a basis consistent with the financial statements included in each of the Registration Statement, the Disclosure Package and the Prospectus; no other financial statements or supporting schedules are required to be included in the Registration Statement, the Disclosure Package or the Prospectus; the unaudited financial information (including the related notes) included in each of the Registration Statement, the Disclosure Package and the Prospectus complies as to form in all material respects with the applicable accounting requirements of the Securities Act and the Securities Act Regulations;

(v) RSM US LLP, whose reports on the consolidated financial statements of the Company and the Subsidiaries are filed with the Commission as part of each of the Registration Statement, the Disclosure Package and the Prospectus is, and was during the periods covered by their reports, independent public accountants as required by the Securities Act and the Securities Act Regulations are registered with the Public Company Accounting Oversight Board;

(w) except as disclosed in the Registration Statement, Disclosure Package and Prospectus, subsequent to the respective dates as of which the information is given in each of the Registration Statement, the Disclosure Package and the Prospectus, and except as may be otherwise stated in such documents, there has not been (A) any Material Adverse Change or any development, event, circumstance or change that has resulted, or would reasonably be expected to, individually or the aggregate, result, in a Material Adverse Change, (B) any transaction that is material to the Company and the Subsidiaries taken as a whole, contemplated or entered into by the Company or any of the Subsidiaries, (C) any obligation, contingent or otherwise, directly or indirectly incurred by the Company or any Subsidiary that is material to the Company and the Subsidiaries taken as a whole, or (D) any dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock;

(x) the Shares conform in all material respects to the description thereof contained in the Registration Statement, the Disclosure Package and the Prospectus; this Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Disclosure Package and the Prospectus;

(y) except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, there are no persons with registration or other similar rights to have any equity or debt securities, including securities that are convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise registered by the Company under the Securities Act, except for those registration or similar rights that have been waived with respect to the offering contemplated by this Agreement, all of which registration or similar rights are fairly summarized in all material respects in the Registration Statement, the Disclosure Package and the Prospectus;

(z) the Shares have been duly authorized for issuance, sale and delivery pursuant to this Agreement, and, when issued and duly delivered against payment therefor as contemplated by this Agreement, will be validly issued, fully paid and non-assessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, and the issuance and sale and delivery of the Shares by the Company is not subject to preemptive right, co-sale right, registration right, right of first refusal or other similar right of stockholders arising by operation of law, under the organizational documents of the Company or any Subsidiary or under any agreement to which the Company or any Subsidiary is a party or otherwise;

(aa) the Shares have been approved for listing on the NYSE, subject to official notice of issuance; the Company has taken all necessary actions to ensure that, as of the Closing Time and each Option Closing Time, it will be in compliance with all applicable corporate governance requirements set forth in the NYSE’s listing rules that are then in effect;

(bb) none of the Company, any Subsidiary or any of their respective directors and officers or, to the Company’s knowledge, its representatives or affiliates, has taken, and none will take, directly or indirectly, any action that is designed to, that has constituted, or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;

(cc) none of the Company or any of the Subsidiaries or any of their respective affiliates (i) is required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act, or the rules and regulations thereunder, or (ii) directly, or indirectly through one or more intermediaries, controls or has any other association with any member firm of FINRA (for the avoidance of doubt, for purposes of this Section 3(cc), the term “affiliates” shall not include Standard General);

(dd) the form of certificate, if any, used to evidence the Common Stock complies in all material respects with all applicable statutory requirements, with any applicable requirements, if any of the organizational documents of the Company and the NYSE;

(ee) each of the Company and the Subsidiaries has good and marketable title to all real property, if any, and good and marketable title to all personal property owned by it (whether through fee ownership or similar rights of ownership), in each case free and clear of all liens, security interests, pledges, charges, encumbrances, mortgages and defects, except such as are disclosed in the Registration Statement, the Disclosure Package and the Prospectus or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and any real property or personal property held under lease by the Company or any Subsidiary is held under a lease that is valid, existing and enforceable by the Company or such Subsidiary, in each case with such exceptions as are disclosed in the Registration Statement, the Disclosure Package and the Prospectus or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any such lease;

(ff) the descriptions in each of the Registration Statement, the Disclosure Package and the Prospectus of the legal or governmental proceedings, contracts, leases and other legal documents therein described present fairly in all material respects the information required to be shown, and, there are no legal or governmental proceedings, contracts, leases, or other documents of a character required to be described in the Registration Statement, the Disclosure Package and the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required; all agreements between the Company or any of the Subsidiaries and third parties expressly referenced in the Registration Statement, the Prospectus and the Disclosure Package are legal, valid and binding obligations of the Company or one or more of the Subsidiaries enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles;

(gg) except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and each Subsidiary owns or possesses such licenses or other rights to use all patents, trademarks, service marks, trade names, copyrights, software and design licenses, trade secrets, manufacturing processes, other intangible property rights and know-how (collectively “ Intangibles ”), as are necessary to entitle the Company and each Subsidiary to conduct the Company’s and each Subsidiary’s business as described in the Registration Statement, the Disclosure Package and the Prospectus, and neither the Company nor any Subsidiary has received written notice of any infringement of or conflict with (and, upon due inquiry, none of the Company or any Subsidiary knows of any such infringement of or conflict with) asserted rights of others with respect to any Intangibles, which would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;

(hh) the Company has established and maintains effective disclosure controls and procedures (as such term is defined under Rule 13a-15 and 15d-15 under the rules and regulations of the Exchange Act), (i) which are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared, and (ii) are effective in all material respects to perform the functions for which they were established.

(ii) the Company has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, since the end of the Company’s most recent reported period, there has been (i) no material weaknesses or significant deficiencies in the Company’s internal controls over financial reporting (whether or not remediated) and (ii) no material change in the Company’s internal controls over financial reporting; and the Company is not aware of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting;

(jj) the Company and each Subsidiary carries, or is covered by, insurance (issued by insurers of recognized financial responsibility to the best knowledge of the Company) in such amounts and covering such risks as is appropriate for the conduct of their respective businesses and are consistent with insurance coverage maintained by companies engaged in the same or similar business, all of which insurance is in full force and effect;

(kk) neither the Company nor any of the Subsidiaries is in violation, or has received notice of any violation with respect to, any applicable safety or similar law applicable to the business of the Company or any of the Subsidiaries, the Company and the Subsidiaries have received all permits, licenses or other approvals required of them under applicable federal and state occupational safety and health laws and regulations to conduct their respective businesses, and the Company and the Subsidiaries are in compliance with all terms and conditions of any such permit license or approval, except any such violation of law or regulation, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;

(ll) neither the Company nor any Subsidiary has violated or has received notice of any violation with respect to any federal or state law relating to the employment of labor the violation of any of which would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;

(mm) the Company and each of the Subsidiaries have complied in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ ERISA ”) and each employee benefit plan, within the meaning of Section 3(3) of ERISA, that is maintained, administered or contributed to by the Company or any of its affiliates for employees or former employees of the Company or any of its affiliates has been maintained in compliance in all material respects with its terms and the requirements of any applicable statutes, orders, rules and regulations, including, but not limited to, ERISA and the Internal Revenue Code of 1986, as amended (the “ Code ”); the Company and the Subsidiaries have no direct or contingent liability with respect to any plan subject to Section 412 of the Code or Title IV of ERISA; each “pension plan” for which the Company and each of the Subsidiaries would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; and no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any plan excluding transactions effected pursuant to a statutory or administrative exemption, and transactions that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;

(nn) except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, other than immaterial advances for bona fide business purposes, there are no outstanding loans, extensions of credit or advances or guarantees of indebtedness by the Company or any Subsidiary to or for the benefit of any of the officers, directors, affiliates or representatives of the Company or any Subsidiary or any of the members of the families of any of them;

(oo) except as described in both the Prospectus and the Disclosure Package or as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) neither the Company nor any Subsidiary is in violation of any Law, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of pollutants, contaminants, toxic wastes, hazardous wastes, toxic substances, hazardous substances, petroleum or petroleum products or asbestos-containing materials or mold (collectively, “ Hazardous Materials ”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “ Environmental Laws ”), (ii) the Company and each Subsidiary have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (iii) there are no pending or, to the knowledge of the Company or any Subsidiary, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation or proceedings relating to any Environmental Law against the Company or any Subsidiary, and (iv) to the knowledge of the Company or any Subsidiary, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or a proceeding by any private party or Governmental Authority against or affecting the Company or any Subsidiary relating to the release of or exposure to Hazardous Materials;

(pp) in connection with this offering, the Company has not offered and will not offer its Common Stock or any other securities convertible into or exchangeable or exercisable for Common Stock in a manner in violation of the Securities Act; and the Company has not distributed and will not distribute any offering material in connection with the offer and sale of the Shares except for the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or the Registration Statement;

(qq) except for the payments to the Underwriters provided for hereunder, the Company has not incurred any liability for any finder’s fees or similar payments in connection with the transactions herein contemplated;

(rr) no relationship, direct or indirect, exists between or among the Company or any of the Subsidiaries on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or any of the Subsidiaries on the other hand, which is required by the Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Disclosure Package and the Prospectus, which is not so described;

(ss) neither the Company nor any of the Subsidiaries is and, after giving effect to the offering and sale of the Shares and the application of the net proceeds therefrom as described in both the Disclosure Package and the Prospectus under the caption “Use of Proceeds”, will be an “investment company” or an entity “controlled” by an “investment company” (as such terms are defined in the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder);

(tt) there are no existing or, to the knowledge of the Company, threatened labor disputes with the employees of the Company or any of the Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(uu) the Company, the Subsidiaries and, to the knowledge of the Company, any of the officers and directors of the Company and the Subsidiaries, in their capacities as such, are, and at the Closing Time and any Option Closing Time will be, in compliance in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder that are effective and applicable to the Company as of the Closing Time and the Option Closing Time;

(vv) none of the Company nor any of the Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of such entities is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended (the “ FCPA ”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and the Subsidiaries and, to the knowledge of the Company, their affiliates have conducted their businesses in compliance with the FCPA;

(ww) neither the Company nor any of the Subsidiaries, nor, to the Company’s knowledge, any of the affiliates or any director, officer, agent or employee of, or other person associated with or acting on behalf of, the Company, has, violated any applicable provisions of the Bank Secrecy Act, as amended, the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT ACT) of 2001 or the rules and regulations promulgated under any such law or any successor law;

(xx) the operations of the Company and the Subsidiaries and, to the Company’s knowledge, its affiliates are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Money Laundering Control Act of 1986, as amended, any other money laundering statutes and “know your customer” laws of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “ Money Laundering Laws ”), and no action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries, or, to the Company’s knowledge, any of its affiliates, with respect to the Money Laundering Laws is pending or, to the Company’s knowledge, threatened;

(yy) neither the Company nor any of the Subsidiaries, nor, to the knowledge of the Company, any director, officer, employee, agent, affiliate of, or other person associated with or acting on behalf of the Company or any of the Subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“ OFAC ”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“ UNSC ”), the European Union, Her Majesty’s Treasury (“ HMT ”) or other relevant sanctions authority (collectively, “ Sanctions ”), nor is the Company or any of the Subsidiaries located, organized or resident in a country or territory that is the subject or target of comprehensive Sanctions broadly prohibiting dealings in, with and involving such country or territory (each, a “ Sanctioned Country ”); and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and the Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country;

(zz) no forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Registration Statement, the Prospectus or the Disclosure Package has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith, as of the date of such forward-looking statement;

(aaa) except where such failure to file or pay an assessment or imposition of a lien would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or where such matters are the result of a pending bona fide dispute with taxing authorities for which appropriate reserves have been made under GAAP, (i) the Company and each Subsidiary have accurately prepared and timely filed any and all federal, state, local, foreign and other tax returns that are required to be filed by them, if any, and have paid or made adequate provision for the payment of all taxes, assessments, and governmental or other similar charges, including without limitation, all sales and use taxes and all taxes that the Company or the Subsidiaries are obligated to withhold from amounts owing to employees, creditors and third parties (whether or not such amounts are shown as due on any tax return), (ii) no deficiency assessment with respect to a proposed adjustment of the Company’s or a Subsidiary’s federal, state, local or foreign taxes is pending or, to the best of the Company’s knowledge, threatened; (iii) all tax liabilities are adequately provided for on the audited financial statements of the Company and the Subsidiaries; (iv) since the date of the most recent financial statements included in the Disclosure Package, neither the Company nor any Subsidiary has incurred any liability for taxes other than in the ordinary course of its business; and (v) there is no tax lien, whether imposed by any federal, state, foreign or other taxing authority, outstanding against the assets, properties or business of the Company or any Subsidiary; and

(bbb) (i) the Registration Statement, the Disclosure Package, the Prospectus, any Preliminary Prospectus and any Issuer Free Writing Prospectuses comply in all material respects, and any further amendments or supplements thereto will comply in all material respects, with any applicable laws or regulations of foreign jurisdictions in which the Disclosure Package, the Prospectus, any Preliminary Prospectus and any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program, and (ii) no authorization, approval, consent, license, order, registration or qualification of or with any government, governmental instrumentality or court, other than such as have been obtained, is necessary under the securities laws and regulations of foreign jurisdictions in which the Directed Shares are offered outside the United States. The Company has not offered, or caused the Underwriters to offer, Shares to any person pursuant to the Directed Share Program with the specific intent to unlawfully influence (A) a customer or supplier of the Company to alter the customer or supplier’s level or type of business with the Company, or (B) a trade journalist or publication to write or publish favorable information about the Company or its products.

4. Certain Covenants of the Company .

The Company hereby agrees with each Underwriter:

(a) to use its reasonable best efforts to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale, or establishing an exemption from such qualification, under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representatives may reasonably request and to use their reasonable best efforts to maintain such qualifications or exemptions in effect as long as reasonably requested by the Representatives for the distribution of the Shares; provided that the Company shall not be required to qualify as a foreign corporation, to subject itself to taxation, or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares);

(b) if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Shares may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as reasonably practicable and will advise the Representatives promptly;

(c) to prepare the Prospectus in a form approved by the Underwriters and file such Prospectus with the Commission pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business (New York City time), on the second business day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly on the second business day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree to the Underwriters copies of the Prospectus (or of the Prospectus, as amended or supplemented, if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T;

(d) to advise the Representatives promptly when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act Regulations;

(e) to furnish a copy of each proposed Free Writing Prospectus to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives, which consent shall not be unreasonably withheld, prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act Regulations, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule II-A hereto;

(f) to comply with the requirements of Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable;

(g) to advise the Representatives promptly, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration Statement, the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication or for additional information with respect thereto, (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or if the Company becomes aware of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other Governmental Authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as reasonably practicable, (iii) any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement of which the Company is aware, or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Shares contemplated herein; to advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication and to file no such amendment or supplement to which the Representatives shall reasonably object in writing;

(h) to furnish to the Representatives for a period of two years from the date of this Agreement, unless made available to the public on EDGAR or any successor system, (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock, and (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission, FINRA or any securities exchange;

(i) to advise the Representatives promptly of the happening of any event or development known to the Company within the time during which a Prospectus relating to the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations that, in the judgment of the Company, (i) would require the making of any change in the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package would not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Shares, or (iii) if it is necessary at any time to amend or supplement the Prospectus or the Disclosure Package to comply with any Law and, during such time, to promptly prepare and furnish to the Representatives copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representatives may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Disclosure Package will comply with the Law;

(j) to file promptly with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus that may, in the reasonable judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission;

(k) prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication, to furnish a copy thereof to the Representatives and counsel for the Underwriters and obtain the consent (not to be unreasonably withheld or delayed) of the Representatives to the filing;

(l) to furnish promptly to the Representatives a signed copy of the Registration Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representatives may reasonably request;

(m) to apply the net proceeds of the sale of the Shares by the Company in accordance with its statements under the caption “Use of Proceeds” in the Prospectus and the Disclosure Package;

(n) to make generally available to its security holders and to the Representatives as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the “effective date” (as defined in Rule 158 under the Securities Act Regulations) of the Registration Statement an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement;

(o) to use its commercially reasonable efforts to maintain the listing of the Shares on the NYSE and to file with NYSE all documents and notices required by the NYSE of companies that have securities that are listed on the NYSE;

(p) to promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) the completion of the distribution of the Shares within the meaning of the Securities Act and (ii) completion of the 180-day restricted period referred to in Section 4(r) hereof;

(q) to engage and maintain, at its expense, a registrar and transfer agent for the Shares;

(r) to refrain, from the date hereof until 180 days after the date of the Prospectus, without the prior written consent of the Representative, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring (or entering into any transaction or device that is designed to, or could be expected to, result in the disposition by the Company at any time in the future of), any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) issuances of equity-based awards pursuant to the Company’s equity incentive plan described in the Registration Statement, the Disclosure Package and the Prospectus, to the extent such awards do not vest within 180 days after the date of the Prospectus, unless the timing of such vesting and the amount of securities subject thereto is otherwise disclosed in the Prospectus, (C) any shares of Common Stock issued by the Company upon the exercise of an option or the vesting of any restricted stock outstanding on the date hereof and referred to in the Prospectus and the Disclosure Package, (D) the filing by the Company of any registration statement on Form S-8 with the Commission relating to the offering of securities pursuant to terms of any equity incentive equity or stock Option Plan described in the Registration Statement, the Disclosure Package, and the Prospectus, (E) any issuance or transfer in connection with the Stock Split or the Conversion (each as defined in the preliminary Prospectus) or any other transactions described in each of the Registration Statement, the Disclosure Package and the Prospectus (as well as the issue of shares of Common Stock in exchange for 7% Senior Notes held by holders who do not participate in the Conversion as described in the Prospectus and the Disclosure Package; provided that the beneficial owner of any such shares or securities shall sign a Lock-Up Agreement in the form referred to in Section 4(t) hereto), (F) any issuance of Common Stock in exchange for non-voting Common Stock, in the manner described in each of the Registration Statement, the Disclosure Package and the Prospectus or (G) the issuance of Common Stock or securities convertible into Common Stock in connection with an acquisition or business combination; provided that (x) the aggregate number of shares or securities issued pursuant to this clause (G) shall not exceed 5% of the total number of outstanding shares of Common Stock immediately following the issuance and sale of the Initial Shares pursuant hereto and (y) the beneficial owner of any such shares or securities shall sign a Lock-Up Agreement in the form referred to in Section 4(t) hereof.

(s) not to, and to use its commercially reasonable efforts to cause its officers, directors and affiliates not to take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or that may cause or result in, or that might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Shares;

(t) to the extent not previously entered into with the Representative, to cause each officer and director of the Company to furnish to the Representative, prior to the Initial Sale Time, a letter or letters, substantially in the form of Exhibit A hereto; if the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in Section 4(p) or a lock-up letter described in this Section 4(t) hereof for an officer or director of the Company and provide the Company and its counsel with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the release or waiver;

(u) if, at any time during the 90-day period after the date of the Prospectus, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Representative, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus) and after written notice from the Representatives advising the Company to the effect set forth above, to forthwith prepare, consult with the Representatives concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to the Representative, responding to or commenting on such rumor, publication or event;

(v) upon the reasonable request of the Representative, the Company will deliver, without charge, (i) to the Representative, one signed copy of the Registration Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and documents incorporated by reference therein; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein and each Issuer Free Writing Prospectus). As used herein, the term “ Prospectus Delivery Period ” means such period of time after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act Regulations) in connection with sales of the Shares by any Underwriter or dealer;

(w) if at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; and

(x) the Company will comply with all applicable securities and other laws, rules and regulations in each jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.

5. Payment of Expenses .

(a) The Company agrees to pay all costs, fees, expenses and taxes incident to the performance of its obligations under this Agreement, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, including expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (ii) the preparation, issuance and delivery of the certificates for the Shares to the Underwriters, if applicable, including any stock or other transfer taxes or duties payable upon the sale of the Shares to the Underwriters, (iii) the printing of this Agreement and any dealer agreements and furnishing of copies of each to the Underwriters and to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state laws that the Company and the Representatives have mutually agreed are appropriate and the determination of their eligibility for investment under state law as aforesaid (including the reasonable legal fees and filing fees and other reasonable disbursements of counsel for the Underwriters related to such qualifications and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers), (v) filing for review of the public offering of the Shares by FINRA (including the reasonable legal fees and filing fees and other reasonable disbursements of counsel for the Underwriters relating thereto) in an amount not to exceed $20,000, (vi) all fees and disbursements of counsel and accountants for the Company, (vii) the fees and expenses of any transfer agent or registrar for the Shares and miscellaneous expenses referred to in the Registration Statement, (viii) costs of background investigations, (ix) the fees and expenses incurred in connection with the inclusion of the Shares on the NYSE, (x) making road show presentations with respect to the offering of the Shares, except that the Underwriters shall be responsible for their own road show expenses related to accommodations and non-shared travel, (xi) preparing and distributing electronic volumes of transaction documents for the Representatives and their legal counsel, (xii) all costs and expenses of the Directed Share Program incurred by the Underwriters, including the fees and disbursements of counsel for the Underwriters and stamp duties, similar taxes or duties or other taxes, if any, and (xiii) reimbursement for the Underwriters’ reasonable documented actual out of pocket expenses in connection with the performance of their activities under this Agreement (including reasonable costs such as printing, facsimile, courier service), including, in the event this Agreement is terminated, reasonable and documented legal fees and disbursements of outside counsel to the Underwriters; provided , that legal fees shall be reimbursed at not greater than the “broken deal” rate of 70% of actual, documented billings plus full out-of-pocket disbursements charged by such outside counsel to the underwriters in comparable situations and the aggregate legal fees reimbursable to the underwriters shall not exceed $400,000. Upon the request of the Representative, the Company will provide funds in advance for filing fees.

(b) If this Agreement shall be terminated by the Underwriters, or any of them, because (i) of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or (ii) if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable documented actual out-of-pocket expenses (such as printing, facsimile, courier service, accommodations, travel and the reasonable fees and disbursements of Underwriters’ counsel) reasonably incurred by such Underwriters in connection with this Agreement or the transactions contemplated herein, including reasonable and documented legal fees and disbursements of outside counsel to the Underwriters; provided , that legal fees shall be reimbursed at not greater than the “broken deal” rate of 70% of actual, documented billings plus full out-of-pocket disbursements charged by such outside counsel to the underwriters in comparable situations and the aggregate legal fees reimbursable to the underwriters shall not exceed $400,000.

6. Conditions of the Underwriters’ Obligations .

The obligations of the Underwriters hereunder to purchase Shares at the Closing Time or on each Option Closing Time, as applicable, are subject to the accuracy of the representations and warranties on the part of the Company hereunder on the date hereof and at the Closing Time and on each Option Closing Time, as applicable, the performance by the Company of its obligations hereunder, and to the satisfaction of the following further conditions at the Closing Time or at each Option Closing Time, as applicable:

(a) The Company shall furnish to the Representatives at the Closing Time and on each Option Closing Time an opinion of Milbank, Tweed, Hadley & McCloy LLP, counsel for the Company and the Subsidiaries, addressed to the Representatives and dated the Closing Time and each Option Closing Time and in form and substance satisfactory to the Underwriters, to the effect set forth in Exhibit D hereto.

(b) On the date of this Agreement and at the Closing Time and each Option Closing Time (if applicable), the Representatives shall have received from RSM US LLP letters dated the respective dates of delivery thereof and addressed to the Representative, in form and substance satisfactory to the Representative, containing statements and information of the type specified in AU-C Section 920 “Letters for Underwriters and Certain other Requesting Parties” issued by the American Institute of Certified Public Accountants with respect to the financial statements, including any pro forma financial statements, and certain financial information of the Company and the Subsidiaries included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, and such other matters customarily covered by comfort letters issued in connection with registered public offerings; provided that the letters delivered at the Closing Time and each Option Closing Time (if applicable) shall use a “cut-off” date no more than three business days prior to such Closing Time or such Option Closing Time, as the case may be.

In the event that the letters referred to above set forth any material changes in indebtedness, decreases in total assets or retained earnings or increases in borrowings, it shall be a further condition to the obligations of the Underwriters that such letters shall be accompanied by a written explanation of the Company as to the significance thereof, unless the Representatives deem such explanation unnecessary.

(c) The Representatives shall have received at the Closing Time and at each Option Closing Time the opinion of Gibson, Dunn & Crutcher LLP, dated the Closing Time or such Option Closing Time, addressed to the Representatives and in form and substance satisfactory to the Representatives.

(d) The Registration Statement shall have become effective not later than 5:00 p.m., New York City time, on the date of this Agreement, or such later time and date as the Representatives shall approve.

(e) No amendment or supplement to the Registration Statement, the Prospectus or any document in the Disclosure Package shall have been filed to which the Underwriters shall have reasonably objected in writing prior to its filing.

(f) Prior to the Closing Time and each Option Closing Time (i) no stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Prospectus or any document in the Disclosure Package shall have been issued, and no proceedings for such purpose shall have been initiated or threatened, by the Commission, and no suspension of the qualification of the Shares for offering or sale in any jurisdiction, or the initiation or threatening of any proceedings for any of such purposes, shall have occurred; and (ii) all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of the Representatives.

(g) All filings with the Commission required by Rule 424 under the Securities Act Regulations to have been filed by the Closing Time shall have been made within the applicable time period prescribed for such filing by such rule.

(h) Between the time of execution of this Agreement and the Closing Time or the relevant Option Closing Time there shall not have been any Material Adverse Change or any material changes in long-term indebtedness or capital stock of the Company and no transaction which is material to the Company shall have been entered into by the Company or any of the Subsidiaries, in each case, which is not described in the Registration Statement and the Disclosure Package, and in the Representative’s reasonable judgment, makes it impracticable or inadvisable to proceed with the public offering of the Shares as contemplated by the Registration Statement.

(i) The Shares shall have been approved for listing, subject to official notice of issuance and evidence of satisfactory distribution on, the NYSE.

(j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.

(k) The Representatives shall have received lock-up agreements from each officer and director, in the form of Exhibit A attached hereto, and such letter agreements shall be in full force and effect.

(l) The Company will, at the Closing Time and at each Option Closing Time, deliver to the Underwriters a certificate of its Chief Executive Officer and Chief Financial Officer, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package and the Prospectus, any amendment or supplement thereto, and this Agreement; and

(i) the representations and warranties of the Company in this Agreement are true and correct, as if made on and as of the Closing Time or any Option Closing Time, as applicable, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Time or any Option Closing Time, as applicable;

(ii) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued and no proceedings for that purpose have been instituted or are pending or threatened under the Securities Act; and

(iii) there shall not have occurred any effect or change, or any development involving a prospective effect or change, in the business, condition (financial or otherwise), prospects, in the earnings or operations of the Company and the Subsidiaries, taken as a whole, or any material changes in the long-term indebtedness or capital stock of the Company from that set forth in the Disclosure Package as of the date of this Agreement that, in your sole judgment, is material and adverse and that makes it, in your sole judgment, impracticable or inadvisable to market the Shares on the terms and in the manner contemplated in the Disclosure Package, or consummate the transactions contemplated by the Underwriting Agreement or other transactions contemplated by the Registration Statement, the Disclosure Package or the Prospectus.

(m) The Company shall have furnished to the Underwriters such other documents and certificates as to the accuracy and completeness of any statement in the Registration Statement, the Disclosure Package and the Prospectus, the representations, warranties and statements contained herein, and the performance by the Company of its covenants contained herein, and the fulfillment of any conditions contained herein, as of the Closing Time or any Option Closing Time, as the Underwriters may reasonably request.

7. Termination .

The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representative, at any time prior to the Closing Time or any Option Closing Time, (i) if any of the conditions specified in Section 6 shall not have been fulfilled when and as required by this Agreement to be fulfilled, or (ii) if there has been since the respective dates as of which information is given in the Registration Statement, the Disclosure Package or the Prospectus, any Material Adverse Change or (iii) if there has occurred any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or other conditions, the effect of which on the United States or international financial markets is such as to make it, in the reasonable judgment of the Representative, impracticable to market the Shares or enforce contracts for the sale of the Shares, or (iii) if trading in any securities of the Company has been suspended by the Commission or by the NYSE, or if trading generally on the NYSE or in the Nasdaq over-the-counter market has been suspended (including an automatic halt in trading pursuant to market-decline triggers, other than those in which solely program trading is temporarily halted), or limitations on prices for trading (other than limitations on hours or numbers of days of trading) have been fixed, or maximum ranges for prices for securities have been required, by such exchange or FINRA or the over-the-counter market or by order of the Commission or any other Governmental Authority, or (iv) if there has been any downgrade in the rating of any of the Company’s debt securities or preferred stock by any “nationally recognized statistical rating organization” (as defined under Section 3(a)(62) of the Exchange Act).

If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and the Underwriters shall be notified promptly by telephone, promptly confirmed in writing.

If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply in all material respects with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 5 and 9 hereof) and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder.

8. Increase in Underwriters’ Commitments .

If any Underwriter shall default at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the Shares to be purchased by it under this Agreement on such date, the Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares that such Underwriter shall have agreed but failed to take up and pay for (the “ Defaulted Shares ”). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall be required to take up and pay for (in addition to the number of Shares that it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representatives may terminate this Agreement by notice to the Company, without liability of any party to any other party except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such termination.

Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representatives with the approval of the Company or selected by the Company with the approval of the Representative).

If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement, the Disclosure Package and the Prospectus and other documents may be effected.

The term “Underwriter” as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the same effect as if such substituted Underwriter had originally been named in this Agreement.

9. Indemnity and Contribution by the Company and the Underwriters .

(a) The Company agrees to indemnify, defend and hold harmless each Underwriter and any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the respective affiliates, directors, officers, employees and agents of each Underwriter from and against (1) any loss, expense, liability, damage or claim (including the reasonable cost of investigation) that, jointly or severally, any such indemnified party may incur arising under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage or claim arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission or is otherwise required to retain, any other Free Writing Prospectus that was approved by the Company, any Written Testing-the-Waters Communications or the Prospectus (the term Prospectus for the purpose of this Section 9 being deemed to include any Preliminary Prospectus, the Prospectus and the Prospectus as amended or supplemented by the Company); (B) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading; (C) any omission or alleged omission from any such Issuer Free Writing Prospectus, any Written Testing-the-Waters Communications, any other Free Writing Prospectus that was approved by the Company or the Prospectus of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (D) any untrue statement or alleged untrue statement of any material fact contained in any audio or visual materials used in connection with the marketing of the Shares, including, without limitation, slides, videos, films and tape recordings; or (E) any untrue statement or alleged untrue statement of any material fact in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program (“Directed Share Program Materials”), or the omission or alleged omission of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except, in each case, insofar as any such loss, expense, liability, damage or claim arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in and in conformity with information furnished in writing by the Underwriters through the Representatives to the Company expressly for use in such Registration Statement, Prospectus, or Application (that information being limited to that described in the last sentence of the first paragraph of Section 9(c) hereof)); and (2) all loss, liability, claim, damage and expense whatsoever, as incurred, related to, arising out of, or in connection with the Directed Share Program . The indemnity agreement set forth in this Section 9(a) shall be in addition to any liability which the Company may otherwise have.

(b) If any action is brought against an Underwriter or controlling person in respect of which indemnity may be sought against the Company pursuant to subsection (a), such Underwriter shall promptly notify the Company in writing of the institution of such action, and the Company shall assume the defense of such action, including the employment of counsel and payment of expenses; provided, however, that any failure or delay to so notify any indemnifying party under this Section 9 will not relieve such indemnifying party of any obligation hereunder, except to the extent that its ability to defend is actually impaired by such failure or delay. Such Underwriter or controlling person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless the employment of such counsel shall have been authorized in writing by the Company in connection with the defense of such action, or the Company shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties or the named parties in any such proceeding (including any impleaded parties included by the Company and the indemnified person)) or representation by both parties by the same counsel would be inappropriate due to a conflict or potential differing interests between such parties, in any of which events such fees and expenses shall be borne by the Company and paid as incurred (it being understood, however, that the Company shall not be liable for the expenses of more than one separate firm of attorneys for the Underwriters or controlling persons in any one action or series of related actions in the same jurisdiction (other than one local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding and subject to the proviso in this sentence, the Company shall not be liable for any settlement of any such claim or action effected without its written consent; provided, however, that if at any time an indemnified party under this Section 9 shall have requested an indemnifying party under this Section 9 to reimburse such indemnified party for fees and expenses of counsel as contemplated by this Section 9, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 60 days after receipt by the Company of the aforesaid request (or 90 days after receipt by the Underwriter of the aforesaid request in the event the Underwriter is the indemnifying party), (ii) such indemnifying party shall have received notice of the terms such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have (x) reimbursed the indemnified party in accordance with such request, (y) disputed in good faith the indemnified party’s entitlement to such reimbursement prior to the date of such settlement, or (z) disputed in good faith the terms of such settlement. No indemnifying party shall, without the written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party, unless such settlement (x) includes an unconditional release of such indemnified party, in form and substance reasonably satisfactory to such indemnified party, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(c) Each Underwriter agrees, severally and not jointly, to indemnify, defend and hold harmless the Company, the Company’s directors, the Company’s officers that signed the Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any loss, expense, liability, damage or claim (including the reasonable cost of investigation) which the Company or any such person may incur under the Securities Act, the Exchange Act or otherwise, insofar as such loss, expense, liability, damage or claim arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment), any Issuer Free Writing Prospectus that the Company has filed or was required to file with the Commission, any Written Testing-the-Waters Communications, or the Prospectus, or any Application, (B) any omission or alleged omission to state a material fact required to be stated in any such Registration Statement, or necessary to make the statements made therein not misleading, or (C) any omission or alleged omission from any such Issuer Free Writing Prospectus, any Free Writing Prospectus, any Written Testing-the-Waters Communications, Prospectus or any Application of a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, but in each case only insofar as such untrue statement or alleged untrue statement or omission or alleged omission was made in such Registration Statement, Issuer Free Writing Prospectus, Written Testing-the-Waters Communications, Prospectus or Application in reliance upon and in conformity with information furnished in writing by the Underwriters through the Representatives to the Company expressly for use therein. The statements set forth in the third paragraph under the caption “Underwriting” and the first and second paragraphs under the heading identified by “Stabilization” under the caption “Underwriting” in the Preliminary Prospectus, the Disclosure Package and the Prospectus (to the extent such statements relate to the Underwriters) constitute the only information furnished by or on behalf of any Underwriter through the Representatives to the Company for purposes of this Agreement.

If any action is brought against the Company or any such person in respect of which indemnity may be sought against any Underwriter pursuant to the foregoing paragraph, the Company or such person shall promptly notify the Representatives in writing of the institution of such action and the Representative, on behalf of the Underwriters, shall assume the defense of such action, including the employment of counsel and payment of expenses. The Company or such person shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Company or such person unless the employment of such counsel shall have been authorized in writing by the Representatives in connection with the defense of such action or the Representatives shall not have employed counsel to have charge of the defense of such action within a reasonable time or such indemnified party or parties shall have reasonably concluded (based on the advice of counsel) that there may be defenses available to it or them which are different from or additional to those available to the Underwriters (in which case the Representatives shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses shall be borne by such Underwriter and paid as incurred (it being understood, however, that the Underwriters shall not be liable for the expenses of more than one separate firm of attorneys in any one action or series of related actions in the same jurisdiction (other than local counsel in any such jurisdiction) representing the indemnified parties who are parties to such action). Anything in this paragraph to the contrary notwithstanding, no Underwriter shall be liable for any settlement of any such claim or action effected without the written consent of the Representative, except as provided in Section 9(b).

(d) If the indemnification provided for in this Section 9 is unavailable or insufficient to hold harmless an indemnified party under subsections (a), (b) and (c) of this Section 9 in respect of any losses, expenses, liabilities, damages or claims referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, expenses, liabilities, damages or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Underwriters from the offering of the Shares or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable Law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and of the Underwriters in connection with the statements or omissions that resulted in such losses, expenses, liabilities, damages or claims, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Underwriters shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Company bear to the underwriting discounts and commissions received by the Underwriters. The relative fault of the Company and of the Underwriters shall be determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any claim or action.

(e) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account of the equitable considerations referred to in subsection (d)(i) and, if applicable (ii), above. Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Shares purchased by such Underwriter. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 9 are several in proportion to their respective underwriting commitments and not joint.

(f) The remedies provided for in this Section are not exclusive and shall not limit any rights or remedies that may otherwise be available to any indemnified party at law or in equity.

10. Survival .

The indemnity and contribution agreements contained in Section 9 and the covenants, warranties and representations of the Company contained in Sections 3, 4 and 5 of this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of any Underwriter, or any person who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and the respective directors, officers, employees and agents of each Underwriter or by or on behalf of the Company, its directors and officers, or any person who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall survive any termination of this Agreement or the sale and delivery of the Shares. The Company and each Underwriter agree promptly to notify the others of the commencement of any litigation or proceeding against it and, in the case of the Company, against any of the Company’s officers and directors, in connection with the sale and delivery of the Shares or in connection with the Registration Statement or Prospectus.

11. Duties .

Nothing in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between the parties. The Underwriters undertake to perform such duties and obligations only as expressly set forth herein. Such duties and obligations of the Underwriters with respect to the Shares shall be determined solely by the express provisions of this Agreement, and the Underwriters shall not be liable except for the performance of such duties and obligations, or failure to perform such duties or obligations, with respect to the Shares as are specifically set forth in this Agreement. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the Company or its affiliates, stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters); and (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and that the several Underwriters have no obligation to disclose any of such interests. The Company acknowledges that the Underwriters disclaim any implied duties (including any fiduciary duty), covenants or obligations arising from the Underwriters’ performance of the duties and obligations expressly set forth herein. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the several Underwriters with respect to any breach or alleged breach of fiduciary duty in connection with the offering of Shares contemplated by this Agreement.

12. Notices .

Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing or by telegram and (a) if to the Underwriters, shall be sufficient in all respects if delivered to (i) Cowen and Company, LLC, Attention: Head of Equity Capital Markets, Fax: 646-562-1249 with a copy to the General Counsel, Fax: 646-562-1124; and (ii) FBR Capital Markets & Co., 1300 North 17 ^th Street, Suite 1400, Arlington, Virginia 22209, Attention: Syndicate Department (E-mail address: syndicate@fbr.com); with a copy to Gibson, Dunn & Crutcher LLP, 1050 Connecticut Avenue, N.W., Washington, DC 20036, Attention: Howard B. Adler, Esq. (Email address: HAdler@gibsondunn.com); or (b) if to the Company, shall be sufficient in all respects if delivered to the Company at the offices of the Company at 5201 Interchange Way, Louisville, Kentucky 40229 Attention: James W. Dobbins, Esq. (Email address: JDobbins@natcinc.net); with a copy to Milbank, Tweed, Hadley & McCloy LLP, 28 Liberty Street, New York, NY 10005, Attention: Brett Nadritch, Esq. (Email address: BNadritch@milbank.com)

13. Governing Law; Headings .

THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAWS RULES). The parties hereto agree to be subject to, and hereby irrevocably submit to, the exclusive jurisdiction of any United States federal or New York state court sitting in New York, New York, in respect of any action, suit, proceeding, inquiry or investigation arising out of or relating to this Agreement or the transactions contemplated herein, and irrevocably agree that all claims in respect of any such action, suit, proceeding, inquiry or investigation may be heard and determined in any such court. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, any objection to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. The section headings in this Agreement have been inserted as a matter of convenience of reference and are not a part of this Agreement.

14. Parties at Interest .

The Agreement herein set forth has been and is made solely for the benefit of the Underwriters, the Company, and the controlling persons, directors, officers and the other indemnified parties referred to in Sections 9 and 10 hereof, and their respective successors, assigns, executors and administrators. No other person, partnership, association or corporation (including a purchaser, as such purchaser, from any of the Underwriters) shall acquire or have any right under or by virtue of this Agreement.

15. Entire Agreement .

This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the matters and transactions contemplated hereby and supersedes all prior agreements and understanding whatsoever relating to such matters and transactions.

16. Counterparts and Facsimile Signatures .

This Agreement may be signed by the parties in counterparts, which together shall constitute one and the same agreement among the parties. A facsimile, PDF, or other standard form of telecommunication signature shall constitute an original signature for all purposes.

If the foregoing correctly sets forth the understanding among the Company and the Underwriters, please so indicate in the space provided below for the purpose, whereupon this Agreement shall constitute a binding agreement among the Company and the Underwriters.

17. Amendments or Waivers .

No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

18. Headings .

The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

Very truly yours,

TURNING POINT BRANDS, INC.

By:	/s/ James Dobbins
	Name:	James Dobbins
	Title:	Senior Vice President, General Counsel and Secretary

Accepted and agreed to as of the date first above written:

COWEN AND COMPANY, LLC

By:	/s/ Michael Campbell
	Name:	Michael Campbell
	Title:	Managing Director, Equity Capital Markets

FBR CAPITAL MARKETS & CO.

By:	/s/ Paul Dellisola
	Name:	Paul Dellisola
	Title:	Senior Managing Director

For itself and as Representatives of the other

Underwriters named on Schedule I hereto.

[Signature Page to Underwriting Agreement]

SCHEDULE I

Underwriter	Number of Initial Shares To Be Purchased	Number of Option Shares That May Be Purchased
Cowen and Company, LLC	3,510,000	526,000
FBR Capital Markets & Co.	1,890,000	283,500
Total:	5,400,000	810,000

Schedule I

SCHEDULE II-A

Issuer Free Writing Prospectuses

Issuer Free Writing Prospectus Dated May 6, 2016 of Turning Point Brands, Inc., filed with the Securities and Exchange Commission on May 6, 2016.

SCHEDULE II-B

SCHEDULE III

Pricing Information

Public Offering Price Per Share: $10.00

Number of Initial Shares Offered: 5,400,000

Number of Option Shares: 810,000

EXHIBIT A

Form of Lockup Agreement

, 2016

COWEN AND COMPANY, LLC

FBR CAPITAL MARKETS & CO.

as Representatives of the several Underwriters

c/o Cowen and Company, LLC

599 Lexington Avenue

New York, NY 10022

c/o FBR Capital Markets & Co.

1300 North 17th Street, Suite 1400

Arlington, Virginia 22209

Ladies and Gentlemen:

The undersigned understands and agrees as follows:

1. Cowen and Company, LLC and FBR Capital Markets & Co. (the “ Representatives ”) propose to enter into an Underwriting Agreement (the “ Agreement ”) with Turning Point Brands, Inc., a Delaware corporation (the “ Company ”), providing for (a) the public offering by the several Underwriters (as defined in the Agreement) of shares of the Company’s common stock, $0.01 par value per share and (b) an option for the several Underwriters to offer additional shares of the Company’s common stock (the transactions referred to in (a) and (b) are collectively referred to as the “ Offering ”).

2. In recognition of the benefit that the Offering will confer upon the undersigned and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the undersigned, the undersigned hereby agrees that, without the prior written consent of the Representatives (which consent may be withheld or delayed in the Representatives’ sole discretion), he, she or it will refrain during the period commencing on the date hereof and ending on the date that is 180 days after the effective date of the registration statement (the “ Lock-Up Period ”), from (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option, right or warrant for the sale of, lending or otherwise disposing of or transferring, directly or indirectly, any common stock of the Company, or any securities convertible into or exercisable or exchangeable for common stock of the Company or that derives value therefrom, or (ii) entering into any swap or other arrangement that transfers to another, in whole or in part, directly or indirectly, any of the economic consequences of ownership of common stock of the Company, or any securities convertible into or exercisable or exchangeable for common stock of the Company or that derives value therefrom, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common stock of the Company or such other securities, in cash or otherwise.

Notwithstanding the foregoing, subject to applicable securities laws and the restrictions contained in the Company’s charter, the undersigned may transfer any securities of the Company (including, without limitation, common stock) as follows: (i) pursuant to the exercise and issuance of options outstanding as of the date hereof or granted under equity incentive plans in effect as of the date hereof or described in the Registration Statement, provided that any securities underlying such options continue to be subject to the terms of this Lock-Up Agreement (other than as provided under clause (vii) below); (ii) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein; (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein; (iv) by will or under the laws of descent, provided that the transferee or transferees thereof agree to be bound in writing by the restrictions set forth herein; (v) as a distribution to stockholders, partners or members of the undersigned, provided that such stockholders, partners or members agree to be bound in writing by the restrictions set forth herein; (vi) any transfer required under any benefit plans of the Company; (vii) as required by participants in the Company’s stock incentive plans in order to reimburse or pay federal income tax and withholding obligations in connection with the vesting of restricted stock grants, provided that any securities underlying such restricted stock grants continue to be subject to the terms of this Lock-Up Agreement; (viii) any securities acquired by the undersigned after the Closing Time in the open market; (ix) to any affiliate of the undersigned, provided that such affiliate agrees to be bound in writing by the restrictions set forth herein; or (x) with the prior written consent of the Representatives on behalf of the Underwriters; provided, however , that, in each case, no filing under Section 16 of the Securities Exchange Act of 1934, as amended, or other public announcement is required or otherwise made (other than a filing on Form 5 made after the expiration of the Lock-Up Period or, with respect to clauses (i) or (vii), a filing on Form 4 required to be filed under the Exchange Act; provided, however , that if such Form 4 is filed during the Lock-Up Period, such Form 4 shall indicate by footnote disclosure or otherwise the nature of such transfer, that no shares of common stock are being sold or otherwise disposed of by the undersigned in connection therewith and that such shares of common stock received by any transferee are subject to the terms of the Lock-Up Agreement, as applicable, provided further , that the undersigned shall notify the Representatives at least two (2) business days prior to such required filing under the Exchange Act), and in the case of any such transfer contemplated by clauses (i)–(vii) and clause (ix) a copy of the required agreement of the transferee or transferees is furnished promptly to the Representatives.

In addition, this letter agreement shall not apply to (a) the issuance of any common stock in exchange for non-voting common stock; provided that the common stock issued in exchange for such non-voting common stock continues to be subject to the terms of this Lock-Up Agreement or subject to the first sentence of Section 4(r) of the Underwriting Agreement or (b) any transfer in connection with, and as contemplated by, the reorganization transactions described in the preliminary prospectus included in the Company’s registration statement at the time of its effectiveness (including the exchange described in clause (a)); provided that the common stock subject to such transfer continue to be subject to the terms of this Lock-Up Agreement or subject to the first sentence of Section 4(r) of the Underwriting Agreement or (c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that such plan does not provide for the transfer of common stock during the Lock-Up Period and no public announcement or filing under the Exchange Act or otherwise regarding the establishment of such plan shall be required or voluntarily made by or on behalf of the undersigned or the Company. ¹ For purposes of this agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

For the avoidance of doubt, nothing shall prevent the undersigned from, or restrict the ability of the undersigned to, (i) purchase common stock on the open market or (ii) exercise any options or other convertible securities granted under any benefit plan of the Company (but not the sale or transfer of the shares of common stock issued upon exercise of such options or conversion of such securities).

If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions shall be equally applicable to any issuer-directed shares or any other shares of common stock the undersigned may purchase in the Offering.

3. The undersigned acknowledges that the several Underwriters are relying on the agreements of the undersigned set forth herein in making its decision to enter into the Agreement and to continue their efforts in connection with the Offering.

4. This Lock-Up Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws.

5. This Lock-Up Agreement may be executed in one or more counterparts and delivered by facsimile or pdf, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement.

^1.

The following shall also be included in the lock-up agreement of Thomas F. Helms Jr. and Helms Management Corp.: “ or (d) the sale or transfer of shares to Standard General LP or any of the funds in manages (together, “Standard General”) in satisfaction of outstanding obligations under the Loan and Voting Agreement entered into and effective as of November 19, 2012, between Thomas F. Helms Jr., Helms Management Corp. and Standard General, as amended.”

6. This Lock-Up Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Lock-Up Agreement may not be changed, amended, modified or waived as to any particular provision, except with the express written consent of the Representatives.

7. Except as set forth in Section 2 herein, no party hereto may assign either this Lock-Up Agreement or any of its rights, interests, or obligations hereunder, except with the express written consent of the Representatives. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Lock-Up Agreement shall be binding on the Holder and each of its successors, heirs and assigns.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this Lock-Up Agreement, or caused this Lock-Up Agreement to be executed, as of the date first written above.

	Very truly yours,



	Name:
	Title:






	(Address)

EXHIBIT B

Form of Notice from Representative to the Company

Cowen and Company, LLC

FBR Capital Markets & Co.

Turning Point Brands, Inc.

Public Offering of Common Stock

[Name and Address of

Officer or Director

Requesting Waiver]

Dear Mr./Ms. [Name]:

This letter is being delivered to you in connection with the offering by Turning Point Brands, Inc. (the “Company”) of shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company and the lock-up agreement dated [ ] (the “Lock-up Agreement”), executed by you in connection with such offering, and your request for a [waiver] [release] dated [ ], 20[ ], with respect to shares of Common Stock (the “Shares”).

Cowen and Company, LLC and FBR Capital Markets & Co. hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Agreement, but only with respect to the Shares, effective [ ], 20[ ]; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least three business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release].

Except as expressly [waived] [released] hereby, the Lock-up Agreement shall remain in full force and effect.

	Yours very truly,

	COWEN AND COMPANY, LLC

	By:
			Name:
			Title:

	FBR CAPITAL MARKETS & CO.

	By:
			Name:
			Title:

cc: Turning Point Brands, Inc.

EXHIBIT C

Form of Press Release

Turning Point Brands, Inc.

[Date]

Turning Point Brands, Inc. (the “ Company ”) announced today that Cowen and Company, LLC and FBR Capital Markets & Co., the joint book-running managers in the Company’s recent public sale of shares of common stock is [waiving][releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver][release] will take effect on , 201 , and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

EXHIBIT C

Form of Opinion of Company Counsel

Exhibit 3.1

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

TURNING POINT BRANDS, INC.

May 12, 2016

Turning Point Brands, Inc. (the “ Corporation ”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “ DGCL ”), does hereby certify as follows:

The name of the Corporation is Turning Point Brands, Inc. The original certificate of incorporation of the Corporation was filed with the office of the Secretary of State of the State of Delaware on January 28, 2004, amended on August 18, 2008, and further amended and restated on September 24, 2015.

This Second Amended and Restated Certificate of Incorporation, as amended (the “ Certificate of Incorporation ”), was duly adopted by the Board of Directors of the Corporation (the “ Board of Directors ”) and by the stockholders of the Corporation in accordance with Sections 242 and 245 of the DGCL.

This Certificate of Incorporation restates and integrates and further amends the certificate of incorporation of the Corporation, as heretofore amended or supplemented.

The Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

First: The name of the corporation is Turning Point Brands, Inc.

Second: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware, postal 19801. The name of the registered agent of the Corporation at that address is The Corporation Trust Corporation.

Third: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL.

Fourth: The Corporation is authorized to issue three classes of stock designated, respectively, as voting common stock (“ Voting Common Stock ”), non-voting common stock (“ Non-Voting Common Stock ” and, together with the Voting Common Stock, the “ Common Stock ”) and preferred stock (“ Preferred Stock ”). The total number of shares of capital stock that the Corporation is authorized to issue is . The total number of shares of Voting Common Stock that the Corporation is authorized to issue is , with a par value of $0.01 per share, the total number of shares of Non-Voting Common Stock that the Corporation is authorized to issue is , with a par value of $0.01 per share, and the total number of shares of Preferred Stock that the Corporation is authorized to issue is , with a par value of $0.01 per share.

Fifth: The rights, preferences, privileges and restrictions granted or imposed upon the Voting Common Stock and the Non-Voting Common Stock are as follows:

A. Subject to the rights of any holders of any shares of Preferred Stock which may from time to time come into existence and be outstanding, the holders of Voting Common Stock and Non-Voting Common Stock shall be entitled to the payment of dividends when and as declared by the Board of Directors in accordance with applicable law and to receive other distributions from the Corporation. Any dividends declared by the Board of Directors to the holders of the then outstanding Voting Common Stock and Non-Voting Common Stock shall be paid to the holders thereof pro rata in accordance with the number of shares of Voting Common Stock and Non-Voting Common Stock held by each such holder as of the record date of such dividend, as if the two classes of stock constituted a single class.

B. Subject to the rights of any holders of any shares of Preferred Stock which may from time to time come into existence and be outstanding, in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the Corporation that may be legally distributed to the Corporation’s stockholders shall be distributed among the holders of the then outstanding Voting Common Stock and Non-Voting Common Stock pro rata in accordance with the number of shares of Voting Common Stock and Non-Voting Common Stock held by each such holder, as if the two classes of stock constituted a single class.

C. Each holder of Voting Common Stock shall be entitled to one (1) vote for each share of Voting Common Stock held by such holder. Each holder of Voting Common Stock and Non-Voting Common Stock shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation (as in effect at the time in question) and applicable law on all matters put to a vote of the stockholders of the Corporation. Except as otherwise required by law and paragraph D below, each share of Non-Voting Common Stock shall not entitle the holder thereof to any voting rights, including, but not limited to, any right to approve any increase or decrease (but not below the number of shares then outstanding) in the number of authorized shares of Non-Voting Common Stock irrespective of the provisions of Section 242(b)(2) of the DGCL. The number of authorized shares of Voting Common Stock, Non-Voting Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of either the Voting Common Stock, Non-Voting Common Stock or the Preferred Stock voting separately as a class shall be required therefor.

D. The holders of Non-Voting Common Stock shall be entitled to vote on matters involving amendments to the terms of the Non-Voting Common Stock that would significantly and adversely affect the rights or preferences of the Non-Voting Common Stock, including, without limitation, with respect to the convertibility thereof, any such amendments to which shall require the affirmative vote of a majority of the outstanding shares of the Non-Voting Common Stock, voting as a separate class.

E. Each outstanding share of Non-Voting Common Stock may be converted into one fully paid and nonassessable share of Voting Common Stock upon the determination of the Board of Directors, which may be made in its sole discretion.

(i) The conversion right provided in this paragraph (E) shall be exercised by the delivery of a written notice (the “ Conversion Notice ”) of the election by the Secretary of the Corporation to the holder of shares of Non-Voting Common Stock (the “ Converted Holder ”) to be converted. Subject to prior approval by the Board of Directors, the Conversion Notice shall be countersigned by the Converted Holder, and an officer of the Corporation shall deliver such countersigned Conversion Notice to the office of the transfer agent of the Corporation (the “ Transfer Agent ”) during normal business hours together with (if so required by the Corporation or the Transfer Agent) an instrument of transfer, in form satisfactory to the Corporation and to the Transfer Agent, duly executed by such Converted Holder or his duly authorized attorney, and funds in the amount of any applicable transfer tax (unless provision satisfactory to the Corporation is otherwise made therefor), if required pursuant to subparagraph (iii).

(ii) As promptly as practicable after the delivery of a Conversion Notice to the Transfer Agent and the payment in cash of any amount required by the provisions of subparagraphs (i) and (iii), the Corporation will deliver or cause to be delivered at the office of the Transfer Agent to or upon the written order of the Converted Holder, a confirmation of book-entry transfer of shares representing the number of fully paid and non-assessable shares of Voting Common Stock issuable upon such conversion, issued in such name or names as the Converted Holder may direct by written notice to the Corporation. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of the delivery of the Conversion Notice to the Transfer Agent, and all rights of the Converted Holder shall cease with respect to such shares of Non-Voting Common Stock at such time and the person or persons in whose name or names the shares of Voting Common Stock issued upon conversion shall be treated for all purposes as having become the record holder or holders of such shares of Voting Common Stock at such time; provided, however, that any delivery of a Conversion Notice and payment on any date when the stock transfer books of the Corporation shall be closed shall constitute the person or persons in whose name or names the shares Voting Common Stock are to be issued as the record holder or holders thereof for all purposes immediately prior to the close of business on the next succeeding day on which such stock transfer books are open.

(iii) The issuance of shares of Voting Common Stock upon conversion of shares of Non-Voting Common Stock shall be made without charge for any stamp or other similar tax in respect of such issuance. However, if any such shares to be issued upon conversion are to be issued in a name other than that of the Converted Holder, the person or persons to whom such shares are to be issued shall pay to the Corporation the amount of any tax that may be payable in respect of any transfer involved in such issuance, or shall establish to the satisfaction of the Corporation that such tax has been paid.

(iv) When shares of Non-Voting Common Stock have been converted, they shall be cancelled and become authorized but unissued shares of Non-Voting Common Stock.

Sixth: The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a “ Preferred Stock Designation ”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.

Seventh: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Certificate of Incorporation or the by-laws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, except as otherwise specifically required by law or as otherwise provided in this Certificate of Incorporation.

B. The directors of the Corporation need not be elected by written ballot unless the by-laws so provide.

C. Subject to the rights of the holders of any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.

D. Special meetings of stockholders of the Corporation may be called only by the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board. For purposes of this Certificate of Incorporation, the term “Whole Board” shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships.

E. An annual meeting of stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall fix.

Eighth: A. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board. The directors, other than those who may be elected by the holders of any series of Preferred Stock under specified circumstances, shall have a term of office to expire at the Corporation’s next annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified.

B. A majority of the Whole Board shall constitute a quorum for all purposes at any meeting of the Board of Directors, and, except as otherwise expressly required by law or by this Certificate of Incorporation, all matters shall be determined by the affirmative vote of a majority of the directors present at any meeting at which a quorum is present.

C. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, disqualification, removal from office or other cause shall, unless otherwise required by law or by resolution of the Board of Directors, be filled only by a majority vote of the directors then in office, though less than a quorum (and not by stockholders), and directors so chosen shall serve for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been chosen expires, with each director to hold office until his or her successor shall have been duly elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

D. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the by-laws of the Corporation.

E. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, but only by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation then entitled to vote at an election of directors, voting together as a single class.

Ninth: The Board of Directors is expressly empowered to adopt, amend or repeal by-laws of the Corporation. Any adoption, amendment or repeal of the by-laws of the Corporation by the Board of Directors shall require the approval of a majority of the Whole Board. The stockholders shall also have power to adopt, amend or repeal the by-laws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to adopt, amend or repeal any provision of the by-laws of the Corporation.

Tenth: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (A) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (B) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (C) under Section 174 of the DGCL, or (D) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

Eleventh: The Corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of this corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to amend or repeal this Certificate of Incorporation.

Twelfth: Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “ Court of Chancery ”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (C) any action asserting a claim against the Corporation, its directors, officers or employees arising pursuant to any provision of the DGCL or this Certificate of Incorporation or bylaws, or (D) any action asserting a claim against the Corporation, its directors, officers or employees governed by the internal affairs doctrine, except as to each of (A) through (D) above, for any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. If any provision or provisions of this Article TWELFTH shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article TWELFTH (including, without limitation, each portion of any sentence of this Article TWELFTH containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

Thirteenth: In order to preserve the rights of the Corporation or any “Subsidiary” (as hereinafter defined) to distribute certain products pursuant to the “Distribution Agreements” (as hereinafter defined), “Restricted Investors” (as hereinafter defined) shall not own (whether of record or beneficially) more than the “Permitted Percentage” (as hereinafter defined) of any class of capital stock of the Corporation at any time outstanding, and the provisions contained in this Article THIRTEENTH shall apply to the extent necessary to prevent the loss by the Corporation or any Subsidiary of such rights. The Board of Directors (or any duly constituted committee thereof) is specifically authorized to make all such reasonable determinations as shall be necessary to implement the provisions of this Article THIRTEENTH set forth below.

A. For the purposes of this Article THIRTEENTH, the following terms shall have the following meanings:

1. “ Bollore ” shall mean Bollore Technologies, S.A., a corporation organized under the laws of the Republic of France.

2. “ Bollore Competitor ” shall mean any Entity that directly or indirectly manufactures, sells, markets, distributes or otherwise promotes cigarette paper booklets, filter tubes, injector machines or filter tips in the Territory.

3. “ Distribution Agreements ” shall mean the Amended and Restated Distribution and License Agreements dated as of November 30, 1992 between Bollore and North Atlantic Operating Corporation, Inc., a Delaware corporation and subsidiary of the Corporation, relating to (i) the United States and (ii) Canada, each as amended by a Restated Amendment dated June 25, 1997 and Amendments dated respectively October 22, 1997, October 7, 1999, October 20, 1999, June 19, 2002, February 28, 2005 and April 20, 2006, and the License and Distribution Agreement, dated March 19, 2013, between Bollore and North Atlantic Operating Corporation, Inc., in each case as so amended and as may hereafter be amended, modified or superseded, and any other related agreements between or among such parties.

4. “ Entity ” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity.

5. “ Equity Interest ” means the ownership of any class of equity security of an Entity (whether common or preferred and whether voting or non-voting), any security that is convertible into any class of equity security of an Entity (including, but not limited to any warrant, option, convertible note or contract right to acquire any equity security) or any partnership or other equity ownership interest in an Entity.

6. “ Fair Market Value ” shall mean the average Market Price of one share of stock for the 30 consecutive trading days next preceding the date of determination. The “Market Price” for a particular day shall mean (i) the last reported sales price, regular way, or, in case no sale takes place on such day, the average of the reported closing bid and asked prices, regular way, in either case as reported on the New York Stock Exchange, Inc. (“NYSE”) composite tape; and (ii) if the Common Stock is not then listed or admitted to unlisted trading privileges on the NYSE, as reported on the consolidated reporting system of the principal national securities exchange (then registered as such pursuant to Section 6 of the Securities Exchange Act of 1934, as amended) on which the Common Stock is then listed or admitted to unlisted trading privileges; and (iii) if the Common Stock is not then listed or admitted to unlisted trading privileges on the NYSE or any national securities exchange, as included for quotation through the National Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”) National Market System; and (iv) if the Common Stock is not then listed or admitted to unlisted trading privileges on the NYSE or on any national securities exchange, and is not then included for quotation through the NASDAQ National Market System, (x) the average of the closing “bid” and “asked” prices on such day in the over-the-counter market as reported by NASDAQ or, (y) if “bid” and “asked” prices for the Common Stock on such day shall not have been reported on NASDAQ, the average of the “bid” and “asked” prices for such day as furnished by any NYSE member firm regularly making a market in and for the Common Stock. If the Common Stock ceases to be publicly traded, the Fair Market Value thereof shall mean the fair value of one share of Common Stock as determined in good faith by the Board of Directors, which determination shall be conclusive.

7. “ Permitted Percentage ” shall mean 14.9%.

8. “ Redemption Securities ” shall mean interest bearing promissory notes of the Corporation with a maturity of not more than 10 years from the date of issue and bearing interest and having such other payment terms designed to ensure, in the Corporation’s determination, that the discounted present value of such promissory notes at the date of issuance is substantially equivalent to the Redemption Price (as hereinafter defined) as if paid in cash.

9. “ Restricted Investor ” means (i) any Bollore Competitor, (ii) any Entity that owns more than a 20% Equity Interest in any Bollore Competitor, or (iii) any person who serves as a director or officer of, or any Entity that has the right to appoint an officer or director of, any Bollore Competitor or of any Entity that owns more than a 20% Equity Interest in any Bollore Competitor.

10. “ Subsidiary ” shall mean any Entity 50% or more of whose Equity Interests are owned, directly or indirectly, by the Corporation.

11. “ Territory ” means the United States, the District of Columbia, the territories, possessions and military bases of the United States and the Dominion of Canada.

B. Restrictions on Issuance and Transfer . Any purported issuance (including upon the exercise, conversion or exchange of any securities of the Corporation) or transfer of any shares of any class of capital stock of the Corporation that would result in the ownership by any Restricted Investor, in the aggregate, of a percentage of the outstanding shares of such class of capital stock in excess of the Permitted Percentage shall, to the fullest extent permitted by applicable law and for so long as such excess exists, be ineffective as against the Corporation, and neither the Corporation nor its transfer agent shall register such purported transfer or issuance on the stock transfer records of the Corporation, and neither the Corporation nor its transfer agent shall be required to recognize the purported transferee or owner as a stockholder of the Corporation for any purpose whatsoever, except to the extent necessary to effect a further transfer to a person who is not a Restricted Investor and for purposes of effecting any remedy available to the Corporation, in each case consistent with the policy and provisions of this Article THIRTEENTH.

C. No Voting Rights; Temporarily Withholding Payments of Dividends and Other Distributions . If on any date (including any record date) ownership by any Restricted Investor (including ownership resulting from the exercise, conversion or exchange of securities of the Corporation), in the aggregate, of the outstanding capital stock of any class of the Corporation exceeds the Permitted Percentage, the Corporation shall determine in the manner prescribed below which shares owned by such Restricted Investor constitute such excess (the “ Excess Shares ”), and the Excess Shares shall (so long as such excess exists) not have any voting rights, and the Corporation may (so long as such excess exists) temporarily withhold the payment of dividends and the sharing in any other distribution (upon liquidation or otherwise) in respect of the Excess Shares; provided, however, that any such dividend or distribution shall be set aside for payment to the owners of the Excess Shares when such shares are no longer owned by a Restricted Investor. The determination of those shares that constitute Excess Shares shall be made solely by reference to the date or dates on which such shares were acquired by a Restricted Investor (which, in the event such shares were acquired upon the exercise, conversion or exchange of securities, shall be deemed to be the date of such exercise, conversion or exchange), starting with the most recent acquisition of shares of capital stock by a Restricted Investor and including, in reverse chronological order of acquisition, all other acquisitions of shares of capital stock by the Restricted Investor from and after the acquisition of those shares of capital stock by the Restricted Investor that first caused the Permitted Percentage to be exceeded, the determination by the Corporation as to those shares that constitute Excess Shares shall be determined by reference to bona fide records maintained by the Corporation’s transfer agent and shall be conclusive and binding on the Restricted Investor in all respects.

D. Redemption of Stock . Excess Shares shall be subject to redemption by the Corporation (by action of the Board of Directors, in its discretion) to the extent necessary to reduce the aggregate number of shares of such capital stock owned by Restricted Investors to the Permitted Percentage. The terms and conditions of such redemption shall be as follows:

1. the per share redemption price to be paid for the Excess Shares (the “ Redemption Price ”) shall be the sum of (i) the Fair Market Value of such shares of capital stock plus (ii) an amount equal to the amount of any dividend or distribution declared in respect of such shares prior to the date on which such shares are called for redemption and which amount has been withheld by the Corporation pursuant to paragraph C of this Article THIRTEENTH;

2. the Redemption Price shall be paid either in cash (by bank or cashier’s check) or by the issuance of Redemption Securities, as determined by the Board of Directors, in its discretion;

3. the Excess Shares to be redeemed shall be selected in the same manner as provided in paragraph C of this Article THIRTEENTH and shall not exceed the number necessary to reduce the percentage of shares of capital stock owned by the Restricted Investor, in the aggregate, to the Permitted Percentage; provided that the Corporation may adjust upward to the nearest whole share the number of shares to be redeemed so as not to be required to redeem or issue fractional shares;

4. written notice of the date of redemption (the “ Redemption Date ”) together with a letter of transmittal to accompany certificates evidencing shares of stock which are surrendered for redemption shall be given either by hand delivery or by overnight courier service first class mail, postage prepaid, to each holder of record of the selected shares to be redeemed, at such holder's last known address as the same appears on the stock register of the Corporation (unless such notice is waived in writing by any such holders) (the “ Redemption Notice ”);

5. the Redemption Date (for purposes of determining right, title and interest in and to shares of capital stock being selected for redemption) shall be the later of (A) the date specified as the redemption date in the Redemption Notice given to holders (which date shall not be earlier than the date such notice is given) or (B) the date on which the funds or Redemption Securities necessary to effect the redemption have been irrevocably deposited in trust for the benefit of such holders;

6. each Redemption Notice shall specify (A) the Redemption Date (as determined pursuant to clause (5) of this paragraph D of this Article THIRTEENTH), (B) the number of shares of capital stock to be redeemed from such holder (and the certificate number(s) evidencing such shares), (C) the Redemption Price and the manner of payment thereof, (D) the place where certificates for such shares are to be surrendered for cancellation against the simultaneous payment of the Redemption Price, (E) any instructions as to the endorsement or assignment for transfer of such certificates and the completion of the accompanying letter of transmittal; and (F) the fact that all right, title and interest in respect of the shares so selected for redemption (including, without limitation, voting and dividend rights) shall cease and terminate on the Redemption Date, except for the right to receive the Redemption Price;

7. from and after the Redemption Date, all right, title and interest in respect of the shares selected for redemption (including, without limitation, voting and dividend rights) shall cease and terminate, such shares shall no longer be deemed to be outstanding (and may either be retired or held by the Corporation as treasury stock) and the owners of such shares shall thereafter be entitled only to receive the Redemption Price; and

8. upon surrender of the certificates for any shares so redeemed in accordance with the requirements of the Redemption Notice and accompanying letter of transmittal (and otherwise in proper form for transfer as specified in the Redemption Notice), the owner of such shares shall be entitled to payment of the Redemption Price. In case fewer than all the shares represented by any such certificate are redeemed, a new certificate (or certificates) shall be issued representing the shares not redeemed without cost to the holder thereof.

E. Certification Requirements . To the extent necessary to enable the Corporation to determine the percentage of the outstanding capital stock of any class owned by Restricted Investors, the Corporation may require that record or beneficial owners of shares of stock confirm whether or not they are Restricted Investors (by submitting such documentary and other evidence thereof as the Corporation may reasonably require or request) and may, in the discretion of the Board of Directors, temporarily withhold and deposit into escrow dividends payable to, any such record holder and owner until adequate confirmation is received. The Board of Directors is authorized to take all such other ministerial acts and to make such interpretations as it may deem necessary or advisable to effectuate the policy and provisions of this Article THIRTEENTH.

F. Severability . Each provision of this Article THIRTEENTH is intended to be severable from every other provision. If any one or more of the provisions contained in this Article THIRTEENTH is held by a court or similar body of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of any other provision of this Article THIRTEENTH shall not be affected, and this Article THIRTEENTH shall be construed as if the provisions held to be invalid, illegal or unenforceable had never been contained therein.

Fourteenth: The Corporation waives, to the maximum extent permitted by law, the application of the doctrine of corporate opportunity, or any other analogous doctrine, with respect to the Corporation, to Standard General LP, a Delaware limited partnership, or any stockholder of the Corporation that is an “Affiliate” (as hereinafter defined) of Standard General LP (each, a “SG Stockholder”) or any director of the Corporation who is an employee or “Affiliate” (as hereinafter defined) of any SG Stockholder. Subject to Article THIRTEENTH, no SG Stockholder or director of the Corporation who is an employee or Affiliate of any SG Stockholder shall have any obligation to refrain from (A) engaging in the same or similar activities or lines of business as the Corporation or developing or marketing any products or services that compete, directly or indirectly, with those of the Corporation, (B) investing or owning any interest publicly or privately in, or developing a business relationship with, any Entity (as defined in Article THIRTEENTH) engaged in the same or similar activities or lines of business as, or otherwise in competition with, the Corporation or (C) doing business with any client or customer of the Corporation (each of the activities referred to in clauses (A)-(C), a “Specified Activity”), and the Corporation renounces any interest or expectancy in, or in being offered an opportunity to participate in, any Specified Activity that may be presented to or become known to any SG Stockholder or any director of the Corporation who is an employee or Affiliate of any SG Stockholder. As used in this Article FOURTEENTH, (1) the term “Corporation” means the Corporation and/or any of its Subsidiaries (as defined in Article THIRTEENTH) and (2) the term “Affiliate” means, with respect to Standard General LP, any other Entity directly or indirectly controlling or controlled by or under direct or indirect common control with Standard General LP; provided that (a) neither the Corporation nor any of its Subsidiaries will be deemed an Affiliate of any SG Stockholder and (ii) no stockholder of the Corporation will be deemed an Affiliate of Standard General LP, in each case, solely by reason of any investment in the Corporation and, for the purposes of this definition, “control,” when used with respect to any Entity, means the power to direct or cause the direction of the affairs or management of that Entity, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

Fifteenth: The Corporation will not be subject to the provisions of Section 203 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Second Amended and Restated Certificate of Incorporation to be executed on its behalf.

/s/ Lawrence Wexler

By: Lawrence Wexler

Title: President and Chief Executive Officer

[Signature Page to Second Amended and Restated Certificate of Incorporation]

Exhibit 4.1

REGISTRATION RIGHTS AGREEMENT

by and among

TURNING POINT BRANDS, INC.

and the STOCKHOLDERS named herein

_________________________________

Dated: May 10, 2016

_________________________________

TABLE OF CONTENTS

Page

1.(a)	Definitions		1
	(b)	Interpretation	6

2.	General; Securities Subject to this Agreement		7
	(a)	Grant of Rights	7
	(b)	Registrable Securities	7
	(c)	Holders of Registrable Securities	7
	(d)	Transfer of Registration Rights	8

3.	Demand Registration		9
	(a)	Request for Demand Registration	9
	(b)	Incidental or “Piggy-Back” Rights with Respect to a Demand Registration	9
	(c)	Effective Demand Registration	10
	(d)	Expenses	10
	(e)	Underwriting Procedures	10
	(f)	Selection of Underwriters	11
	(g)	Withdrawal	11

4.	Incidental or “Piggy-Back” Registration		11
	(a)	Request for Incidental or “Piggy-Back” Registration	11
	(b)	Expenses	12

5.	Form S-3 Registration		12
	(a)	Request for a Form S-3 Registration	12
	(b)	Form S-3 Underwriting Procedures	13
	(c)	Limitations on Form S-3 Registrations	13
	(d)	Expenses	14
	(e)	Automatic Shelf Registration Statement	14
	(f)	Shelf Take-Downs	14

6.	Hedging Transactions		16

7.	Holdback Agreements		16
	(a)	Restrictions on Public Sale by Designated Stockholders	16
	(b)	Restrictions on Public Sale by the Company	17

8.	Registration Procedures		17
	(a)	Obligations of the Company	17
	(b)	Seller Requirements	21
	(c)	Notice to Discontinue	21
	(d)	Registration Expenses	21

9.	Indemnification; Contribution		22
	(a)	Indemnification by the Company	22
	(b)	Indemnification by Designated Stockholders	23

	(c)	Conduct of Indemnification Proceedings	23
	(d)	Contribution	24

10.	Rule 144		25

11.	Miscellaneous		25
	(a)	Stock Splits, etc.	25
	(b)	No Inconsistent Agreements	25
	(c)	Remedies	26
	(d)	Amendments and Waivers	26
	(e)	Notices	26
	(f)	Permitted Assignees; Third Party Beneficiaries	26
	(g)	Counterparts	27
	(h)	Headings	27
	(i)	Governing Law	27
	(j)	Jurisdiction	27
	(k)	Waiver of Jury Trial	28
	(l)	Severability	28
	(m)	Rules of Construction	28
	(n)	Entire Agreement	28
	(o)	Further Assurances	28
	(p)	Other Agreements	28

REGISTRATION RIGHTS AGREEMENT

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 ”).

WHEREAS, on or prior to the date hereof, the Designated Stockholders have purchased or otherwise acquired shares of the Company’s Common Stock, par value $0.01 (the “ Common Stock ”) and/or have been issued options to purchase shares of Common Stock.

WHEREAS, on or prior to the date hereof, certain of the Standard General Parties (as defined) have acquired shares of the Company’s Non-Voting Common Stock, par value $0.01 (the “ Non-Voting Common Stock ”).

WHEREAS, on or prior to the date hereof, certain of the Standard General Parties have acquired warrants initially exercisable for shares of Common Stock (collectively, the “ Warrants ”);

WHEREAS, the Company desires to provide for, among other things, the grant of registration rights with respect to the Registrable Securities (as hereinafter defined) to the Designated Stockholders.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. a) Definitions . As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“ Affiliate ” means, with respect to a Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. The term “ affiliated ” shall have the correlative meaning. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to a Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“ Agreement ” means this Registration Rights Agreement as the same may be amended, supplemented or modified in accordance with the terms hereof.

“ Approved Underwriter ” has the meaning set forth in Section 3(f) hereof.

“ Automatic Shelf Registration Statement ” means an “automatic shelf registration statement” as defined in Rule 405 promulgated under the Securities Act.

“ Board of Directors ” means the board of directors of the Company (or any duly authorized committee thereof).

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required by law or executive order to close.

“ Closing Price ” means, with respect to each type of Registrable Securities, as of the date of determination, (a) if such Registrable Securities are listed on a national securities exchange, the closing price per share or unit of such Registrable Security on such date published in The Wall Street Journal (National Edition) or, if no such closing price on such date is published in The Wall Street Journal (National Edition) , the average of the closing bid and asked prices on such date, as officially reported on the principal national securities exchange on which such Registrable Securities are then listed or admitted to trading; or (b) if such Registrable Securities are not listed or admitted to trading on any national securities exchange, the last sale price or, if such last sale price is not reported, the average of the high bid and low asked prices on the automatic quotation system on which such Registrable Securities are then listed, as reported by Bloomberg Financial Markets (or any successor thereto); or (c) if on any such date the Registrable Securities are not quoted on any such automatic quotation system, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such Registrable Securities selected by the Company; or (d) if none of (a), (b) or (c) is applicable, a market price per share or unit determined in good faith by the Board of Directors. If trading is conducted on a continuous basis on any exchange, then the closing price shall be as set forth at 4:00 P.M. New York City time.

“ Commission ” means the Securities and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.

“ Company ” has the meaning set forth in the preamble to this Agreement.

“ Company Free Writing Prospectus ” means each Free Writing Prospectus prepared by or on behalf of the Company or used or referred to by the Company in connection with an offering of Registrable Securities.

“ Company Underwriter ” has the meaning set forth in Section 4(a) hereof.

“ Demand Registration ” has the meaning set forth in Section 3(a) hereof.

“ Designated Stockholder ” has the meaning set forth in the preamble to this Agreement.

“ Designated Stockholders’ Counsel ” has the meaning set forth in Section 8(a)(i) hereof.

“ Disclosure Package ” means, with respect to any offering of Registrable Securities, (i) the preliminary Prospectus, (ii) each Free Writing Prospectus and (iii) all other information, in each case, that is deemed, under Rule 159 promulgated under the Securities Act, to have been conveyed to purchasers of securities at the time of sale of such securities (including, without limitation, a contract of sale).

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder.

“ FINRA ” means the Financial Industry Regulatory Authority, Inc.

“ Form S-3 Shelf Registration Statement ” has the meaning set forth in Section 5(f) hereof.

“ Free Writing Prospectus ” means any “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act.

“ Hedging Counterparty ” means a broker-dealer registered under Section 15(b) of the Exchange Act or an Affiliate thereof.

“ Hedging Transaction ” means any transaction involving a security linked to any Registrable Securities or any security that would be deemed to be a “derivative security” (as defined in Rule 16a-1(c) promulgated under the Exchange Act) with respect to any Registrable Securities or transaction (even if not a security) which would (were it a security) be considered such a derivative security, or which transfers some or all of the economic risk of ownership of any Registrable Securities, including, without limitation, any forward contract, equity swap, put or call, put or call equivalent position, collar, non-recourse loan, sale of exchangeable security or similar transaction. For the avoidance of doubt, the following transactions shall be deemed to be Hedging Transactions:

(a) transactions by a Designated Stockholder in which a Hedging Counterparty engages in short sales of Registrable Securities pursuant to a Prospectus and may use Registrable Securities to close out its short position;

(b) transactions pursuant to which a Designated Stockholder sells short Registrable Securities pursuant to a Prospectus and delivers Registrable Securities to close out its short position;

(c) transactions by a Designated Stockholder in which the Designated Stockholder delivers, in a transaction exempt from registration under the Securities Act, Registrable Securities to the Hedging Counterparty who will then publicly resell or otherwise transfer such Registrable Securities pursuant to a Prospectus or an exemption from registration under the Securities Act; and

(d) a loan or pledge of Registrable Securities to a Hedging Counterparty who may then become a selling stockholder and sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities, in each case, in a public transaction pursuant to a Prospectus.

“ Incidental Registration ” has the meaning set forth in Section 4(a) hereof.

“ Incidental Registration Notice ” has the meaning set forth in Section 4(a) hereof.

“ Indemnified Party ” has the meaning set forth in Section 9(c) hereof.

“ Indemnifying Party ” has the meaning set forth in Section 9(c) hereof.

“ Initial Public Offering ” means the initial underwritten public offering of the shares of Common Stock of the Company pursuant to an effective Registration Statement filed under the Securities Act.

“ Initiating Holders ” means the Standard General Parties or the Helms Parties.

“ Initiating Shelf Holder ” has the meaning set forth in Section 5(f) hereof.

“ Inspector ” has the meaning set forth in Section 8(a)(i) hereof.

“ IPO Pricing Date ” means the date upon which the Company prices the Initial Public Offering.

“ Liability ” has the meaning set forth in Section 9(a) hereof.

“ Lock-Up Agreement ” means, with respect to each Designated Stockholder, the lock-up agreement entered into by such Designated Stockholder with the underwriters of the Initial Public Offering.

“ Majority Designated Stockholders ” means beneficial owners of Registrable Securities representing more than 50% of the total number of outstanding Registrable Securities.

“ Market Price ” means, on any date of determination, the average of the daily Closing Price of the applicable type of Registrable Securities for the immediately preceding thirty days on which the national securities exchanges are open for trading; provided , however , that if the Closing Price is determined pursuant to clause (d) of the definition of Closing Price, the “Market Price” means such Closing Price on the date of determination.

“ Marketed Underwritten Shelf Take-Down ” has the meaning set forth in Section 5(f) hereof.

“ Non-Marketed Underwritten Shelf Take-Down ” has the meaning set forth in Section 5(f) hereof.

“ Permitted Assignee ” means, with respect to any Person, to the extent applicable, (i) such Person’s parents, spouse, siblings, siblings’ spouses, children (including stepchildren and adopted children), children’s spouses, grandchildren or grandchildren’s spouses thereof (“ Family Members ”), (ii) a corporation, partnership or limited liability company, a majority of the beneficial interests of which shall be held by such Person, such Person’s Affiliates and/or such Person’s Family Members, (iii) a trust, the beneficiaries of which are such Person and/or such Person’s Family Members, (iv) such Person’s heirs, executors, administrators, estate or a trust under such Person’s will, (v) an entity described in Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended, that is established by such Person, (vi) any Affiliate of such Person, (vii) any Person to whom such Person transfers Registrable Securities representing at least 5% of the outstanding Common Stock as of the date of such transfer and (viii) if such Person is a corporation, partnership or limited liability company, any wholly-owned subsidiary of such entity or the direct or indirect partners, members, stockholders or Affiliates of such entity.

“ Permitted Withdrawal ” has the meaning set forth in Section 3(g) hereof.

“ Person ” means any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, government (or an agency or political subdivision thereof) or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity.

“ Pledgee ” has the meaning set forth in Section 2(d)(i) hereof.

“ Prospectus ” means the prospectus related to any Registration Statement (including, without limitation, a prospectus or prospectus supplement that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance on Rule 415, 430A, 430B or 430C under the Securities Act, as amended or supplemented by any amendment or prospectus supplement), including post-effective amendments, and all materials incorporated by reference in such prospectus.

“ Records ” has the meaning set forth in Section 8(a)(viii) hereof.

“ Registrable Securities ” means, subject to Section 2(b) and Section 2(d)(i) hereof, whether now or hereafter owned by a Designated Stockholder, any and all (i) shares of Common Stock, (ii) shares of Non-Voting Common Stock, (iii) Warrants and (iv) any other equity security of the Company issued or issuable with respect to any such share of Common Stock, Non-Voting Common Stock or Warrants, upon exercise or conversion of convertible or exchangeable securities, by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization.

“ Registration Expenses ” has the meaning set forth in Section 8(d) hereof.

“ Registration Statement ” means a registration statement filed pursuant to the Securities Act.

“ S-3 Initiating Holders ” means the Standard General Parties or the Helms Parties.

“ S-3 Participating Stockholders ” has the meaning set forth in Section 5(a) hereof.

“ S-3 Registration ” has the meaning set forth in Section 5(a) hereof.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“ Shelf Take-Down ” has the meaning set forth in Section 5(f) hereof.

“ Specified Period ” means, (i) with regard to the period after the effective date of the Registration Statement for the Initial Public Offering, 180 days; and (ii) with regard to the period after the effective date of a Registration Statement for an offering other than an Initial Public Offering, 90 days; provided that, in each case, the Specified Period with respect to any offering will end on the first date on which the underwriters of such offering have released the Company and all Designated Stockholders from the lock-up agreements entered into in connection with such offering.

“ The Helms Parties ” means Thomas Helms Jr. or Helms Management Corp.

“ The Standard General Parties ” means any of Standard General L.P., Standard General Master Fund L.P., Standard General OC Master Fund L.P., Standard General Focus Fund L.P., P Standard General Ltd. or any investment fund Affiliated with any of the foregoing.

“ underwritten public offering ” of securities means a public offering of such securities registered under the Securities Act in which an underwriter, placement agent or other intermediary participates in the distribution of such securities, including, without limitation, a Hedging Transaction in which a Hedging Counterparty participates.

“ Underwritten Shelf Take-Down ” has the meaning set forth in Section 5(f) hereof.

“ Underwritten Shelf Take-Down Notice ” has the meaning set forth in Section 5(f) hereof.

“ Valid Business Reason ” has the meaning set forth in Section 3(a) hereof.

“ Well-Known Seasoned Issuer ” means a “well-known seasoned issuer” as defined in Rule 405 promulgated under the Securities Act and which (a) is a “well-known seasoned issuer” under paragraph (1)(i)(A) of such definition or (b) is a “well-known seasoned issuer” under paragraph (1)(i)(B) of such definition and is also eligible to use Form S-3 to register a primary offering of securities in reliance on General Instruction I.B.1 to such Form.

(b) Interpretation . For purposes of this Agreement, unless otherwise noted:

(i) All references to laws, rules, regulations and forms in this Agreement shall be deemed to be references to such laws, rules, regulations and forms, as amended from time to time or, to the extent replaced, the comparable successor laws, rules, regulations and forms thereto in effect at the time.

(ii) All references to agencies, self-regulatory organizations or governmental entities in this Agreement shall be deemed to be references to the comparable successor thereto.

(iii) All references to agreements and other contractual instruments shall be deemed to be references to such agreements or other instruments as they may be amended, waived, supplemented or modified from time to time.

(iv) All references to any amount of securities (including Registrable Securities) shall be deemed to be a reference to such amount measured on an as-converted or as-exercised basis.

(v) If any of the Standard General Parties is dissolved or effects any distribution of 25% or more of the Registrable Securities then held by such partnership, (A) Standard General L.P. shall have the sole right to make all decisions with respect to any Registrable Securities that were distributed by such Standard General Party as if it is the Designated Stockholder of such Registrable Securities, including, without limitation, the right to make a request for any Demand Registration under Section 3, the right to make a request any Incidental or “Piggy-Back” Registrations under Section 4, the right to initiate any shelf registration statement on Form S-3 and any offering or sale with respect to any Registrable Securities included in any shelf registration statement under Section 5 and the right to consent or approve any amendment to this Agreement or any waiver of any provision of this Agreement under Section 11 and (B) for purposes of clause (A) and otherwise under this Agreement, the amount of Registrable Securities deemed to be held by Standard General L.P. shall be the amount of Registrable Securities distributed by the Standard General Parties less any amount of Registrable Securities transferred or sold by the distributees or their Permitted Transferees.

2. General; Securities Subject to this Agreement .

(a) Grant of Rights . The Company hereby grants registration rights to the Designated Stockholders upon the terms and conditions set forth in this Agreement.

(b) Registrable Securities . For the purposes of this Agreement, Registrable Securities held by any Designated Stockholder will cease to be Registrable Securities, when (i) a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission and such Registrable Securities have been disposed of pursuant to such effective Registration Statement, (ii) such Registrable Securities are sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met, (iii) such Registrable Securities are otherwise transferred, the Company has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend and such Registrable Securities may be resold without limitation or subsequent registration under the Securities Act; or (iv) the Registrable Securities have ceased to be outstanding.

(c) Holders of Registrable Securities . A Person is deemed to be a holder of Registrable Securities whenever such Person owns of record or beneficially owns such Registrable Securities, or holds an option to purchase, or a security convertible into or exercisable or exchangeable for, Registrable Securities whether or not such purchase, conversion, exercise or exchange has actually been effected. If the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable Securities, the Company may act upon the basis of the instructions, notice or election received from the registered owner of such Registrable Securities. Registrable Securities issuable upon exercise of an option or upon conversion, exercise or exchange of another security shall be deemed outstanding for the purposes of this Agreement.

(d) Transfer of Registration Rights .

(i) Each Designated Stockholder may transfer or pledge Registrable Securities with the associated registration rights under this Agreement (including transfers occurring by operation of law or by reason of intestacy) to a Permitted Assignee or a pledgee (“ Pledgee ”) only if (1) such Permitted Assignee or Pledgee agrees in writing to be bound as a Designated Stockholder by the provisions of this Agreement, such agreement being substantially in the form of Annex A hereto, and (2) (A) immediately following such transfer or pledge, the further disposition or transfer of such Registrable Securities by such Permitted Assignee or Pledgee would be restricted under the Securities Act and, in the opinion of counsel reasonably satisfactory to the Company, the entire amount of all such Registrable Securities could not be sold in a single sale, without any limitation as to volume or manner of sale pursuant to Rule 144 promulgated under the Securities Act or (B) such Permitted Assignee, together with its Affiliates, beneficially owns Registrable Securities representing more than 5% of the outstanding shares of Common Stock as of the date of such transfer. Upon any transfer or pledge of Registrable Securities other than as set forth in this Section 2(d), such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Designated Stockholder pursuant to such pledge or Hedging Transaction shall be deemed to remain “Registrable Securities,” notwithstanding the release of such pledge or the completion of such Hedging Transaction.

(ii) Subject to Section 2(b) hereof, if a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, the Designated Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Designated Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Designated Stockholder shall have no further rights or obligations under this Agreement, except under Section 9 hereof in respect of offerings in which it participated.

3. Demand Registration .

(a) Request for Demand Registration . To the extent permitted by applicable law and regulations, at any time beginning 180 days after the Initial Public Offering, any Initiating Holder may make a written request to the Company to register, and the Company shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8), in accordance with the terms of this Agreement (a “ Demand Registration ”), the number of Registrable Securities stated in such request; provided , however , that the Company shall not be obligated to effect (i) more than five such Demand Registrations initiated by the Standard General Parties or three such Demand Registrations initiated by the Helms Parties, (ii) a Demand Registration if the Initiating Holders propose to sell Registrable Securities in such Demand Registration at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities on the date on which the Company receives the written request for such Demand Registration) to the public of less than $40,000,000 (calculated prior to any reduction by an underwriter pursuant to Section 3(e)) unless such Demand Registration includes all of the then-outstanding Registrable Securities the applicable Initiating Holder or (iii) any such Demand Registration within the Specified Period (or such shorter period as the Company may determine in its sole discretion) after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8). In addition, if (1) the Board of Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially impede, delay or interfere with any proposed financing, offer and sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company or because such registration would require the Company to disclose material nonpublic information that would not otherwise be required to be disclosed under applicable law, (2) the Company has a bona fide business purpose for preserving the confidentiality of such proposed transaction or information and (3) the Company has prohibited its executive officers and directors from purchasing, selling or otherwise transacting in the Company’s securities as a result of the proposed transaction or information pursuant to the Company’s securities trading policies (a “ Valid Business Reason ”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists, but in no event for more than sixty days after the date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than sixty days have passed since such postponement, the Initiating Holders may request a new Demand Registration (which request shall not be counted as an additional Demand Registration for purposes of clause (i) above) or request the prompt amendment or supplement of such Registration Statement). The Company shall give written notice to all Designated Stockholders of its determination to postpone filing, amending or supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing, amendment or supplement under this Section 3(a) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90-day period. Each request for a Demand Registration by the Initiating Holders shall state the type and amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

(b) Incidental or “Piggy-Back” Rights with Respect to a Demand Registration . Any Designated Stockholder that has not requested a registration under Section 3(a) hereof may, pursuant to this Section 3(b), offer its Registrable Securities under any Demand Registration. The Company shall (i) as promptly as practicable, but in no event later than five Business Days after the receipt of a request for a Demand Registration from the Initiating Holders, give written notice thereof to all of the Designated Stockholders (other than Initiating Holders), which notice shall specify the type and number of Registrable Securities subject to the request for Demand Registration and the intended method of disposition of such Registrable Securities, and (ii) subject to Section 3(e) hereof, include in the Registration Statement filed pursuant to the Demand Registration all of the Registrable Securities held by such Designated Stockholders from whom the Company has received a written request for inclusion therein within five Business Days of the date on which the Company sent the written notice referred to in clause (i) above. Each such request by such Designated Stockholders shall specify the type and number of Registrable Securities proposed to be registered. The failure of any Designated Stockholder to respond within such five Business Day period referred to in clause (ii) above shall be deemed to be a waiver of such Designated Stockholder’s rights under this Section 3(b) with respect to such Demand Registration. Any Designated Stockholder may waive its rights under this Section 3(b) by giving written notice to the Company.

(c) Effective Demand Registration . Subject to Section 3(a), the Company shall use its reasonable best efforts (taking into account, among other things, accounting and regulatory matters) to file a Registration Statement relating to the Demand Registration and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable after it receives a request under Section 3(a) hereof and to remain continuously effective for the lesser of (i) the period during which all Registrable Securities registered in the Demand Registration are sold or (ii) one hundred eighty days.

(d) Expenses . Except as provided in Section 3(g) or 8(d) hereof, the Company shall pay all Registration Expenses in connection with a Demand Registration, whether or not such Demand Registration becomes effective.

(e) Underwriting Procedures . If the Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 3 to be in the form of a firm commitment underwritten public offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f) hereof. In connection with any Demand Registration under this Section 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Stockholder making a request for inclusion of such Registrable Securities pursuant to Section 3(a) or 3(b) hereof shall be included in such underwritten offering unless such Designated Stockholder accepts the terms of the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms), and then only in such quantity as set forth below. If the Approved Underwriter advises the Company that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or sales price of the Registrable Securities in such offering, then the Company shall include in such Demand Registration, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first , such number of Registrable Securities of the Designated Stockholders that are participating in such offering pursuant to Section 3(a) or 3(b) hereof, which Registrable Securities shall be allocated pro rata among the Designated Stockholders participating in the offering, based on the aggregate number of Registrable Securities held by each such Designated Stockholder, second , any other securities of the Company requested by any other holders (including any other Designated Stockholders) to be included in such registration, pro rata among such other holders based on the number of securities held by each such holder, except to the extent any such holders have agreed under existing agreements to grant priority with regard to participation in such offering to any other holders of securities of the Company, and third , securities offered by the Company for its own account.

(f) Selection of Underwriters . If any Demand Registration or S-3 Registration, as the case may be, of Registrable Securities is in the form of an underwritten public offering, the Initiating Holders or S-3 Initiating Holders, as the case may be, shall select and obtain one or more investment banking firms of national or regional reputation to act as the managing underwriter or underwriters of the offering; provided , however , that such firm or firms shall, in any case, also be approved by the Company, such approval not to be unreasonably withheld, delayed or conditioned. If any S-3 Registration of Registrable Securities is in the form of a Hedging Transaction, the S-3 Initiating Holders shall select and obtain an investment banking firm of national or regional reputation to act as the Hedging Counterparty of the Hedging Transaction; provided , however , that such firm shall, in any case, also be approved by the Company, such approval not to be unreasonably withheld, delayed or conditioned. An investment banking firm or firms selected pursuant to this Section 3(f) shall be referred to as the “ Approved Underwriter ” herein.

(g) Withdrawal . The Initiating Holders shall be entitled to withdraw or revoke a request for a Demand Registration without the prior written consent of the Company if (i) such withdrawal or revocation is as a result of facts or circumstances arising after the date on which a request for a Demand Registration was made and the Initiating Holders reasonably determine that participation in such registration would have a material adverse effect on the Initiating Holders, (ii) the Closing Price is more than twenty percent lower than the Closing Price on the date the Initiating Holders requested such Demand Registration or (iii) the Initiating Holders agree to pay all fees and expenses incurred by the Company in connection with such withdrawn registration (each, a “ Permitted Withdrawal ”). If a Permitted Withdrawal occurs, the related Demand Registration shall not be counted as a Demand Registration for purposes of Section 3(a) hereof. Any Permitted Withdrawal shall constitute and effect an automatic withdrawal by all other Initiating Holders and any other Designated Stockholder participating in such Demand Registration pursuant to the provisions of Section 3(b) hereof.

4. Incidental or “Piggy-Back” Registration .

(a) Request for Incidental or “Piggy-Back” Registration . If the Company proposes to file a Registration Statement with respect to an offering of Common Stock, Non-Voting Common Stock or Warrants by the Company for its own account (other than a Registration Statement on Form S-4 or S-8) or for the account of any stockholder of the Company other than Designated Stockholders pursuant to Sections 3 and 5 hereof (other than in connection with the Initial Public Offering), then the Company shall give written notice (an “ Incidental Registration Notice ”) of such proposed filing to each of the Designated Stockholders at least ten Business Days before the anticipated filing date, which notice shall describe the proposed registration and distribution and offer such Designated Stockholders the opportunity to register the number of Registrable Securities that each such Designated Stockholder may request (an “ Incidental Registration ”). Any such request by a Designated Stockholder must be made in writing and received by the Company within five Business Days of the date on which the Company sent the Incidental Registration Notice. The failure of any Designated Stockholder to respond to an Incidental Registration Notice within five Business Days shall be deemed a waiver of such Designated Stockholder’s rights under this Section 4(a) with respect to such Incidental Registration. The Company shall use its commercially reasonable efforts to cause the managing underwriter or underwriters in the case of a proposed underwritten offering (the “ Company Underwriter ”) to permit each Designated Stockholder who has requested in writing to participate in the Incidental Registration pursuant to this Section 4(a) to include the number of such Designated Stockholder’s Registrable Securities indicated by such Designated Stockholder in such offering on the same terms and conditions as the Company or the account of such other stockholder, as the case may be, included therein. Any withdrawal of the Registration Statement by the Company for any reason shall constitute and effect an automatic withdrawal of any Incidental Registration related thereto. In connection with any Incidental Registration under this Section 4(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Stockholders thereof accept the terms of the underwritten offering as agreed upon between the Company, such other stockholders, if any, and the Company Underwriter (including, without limitation, offering price, underwriting commissions or discounts and lockup agreement terms), and then only in such quantity as set forth below. If the Company Underwriter determines that the aggregate amount of the securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or sales price of the securities in such offering, then the Company shall include in such Incidental Registration, to the extent of the amount that the Company Underwriter believes may be sold without causing such material adverse effect, first , (i) all of the securities to be offered for the account of the Company, in the case of a Company initiated Incidental Registration or (ii) all of the securities to be offered for the account of the stockholders who have requested such Incidental Registration, pro rata among such requesting stockholders based on the number of securities held by each such holder, second , any Registrable Securities and any other shares of Common Stock, Non-Voting Common stock or Warrants, as applicable, requested by holders thereof in the case of an Incidental Registration initiated by the Company or by stockholders of the Company to be included in such registration (to the extent that the holders of such securities do not have priority to be included in such registration), pro rata among the Designated Stockholders and such other holders based on the number of securities held by each such holder, and third , all of the securities to be offered for the account of the Company, in the case of an Incidental Registration initiated by any stockholder of the Company.

(b) Expenses . Except as provided in Section 8(d) hereof, the Company shall bear all Registration Expenses in connection with any Incidental Registration pursuant to this Section 4, whether or not such Incidental Registration becomes effective.

5. Form S-3 Registration .

(a) Request for a Form S-3 Registration . Upon the Company becoming eligible for use of Form S-3 under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company shall receive from any S-3 Initiating Holders a written request that the Company register under the Securities Act on Form S-3 (an “ S-3 Registration ”) the sale of all or a portion of the Registrable Securities owned by such S-3 Initiating Holder (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply), the Company shall give written notice of such request to all of the other Designated Stockholders (other than S-3 Initiating Holders) as promptly as practicable but in no event later than ten Business Days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such other Designated Stockholders the opportunity to register the number of Registrable Securities as each such Designated Stockholder may request in writing to the Company, given within ten Business Days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration by an S-3 Initiating Holder shall state the type and number of the Registrable Securities proposed to be registered and the intended method of disposition thereof. With respect to each S-3 Registration, the Company shall, subject to Section 5(b) hereof, (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Stockholders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein (collectively, the “ S-3 Participating Stockholders ”) and (ii) use its commercially reasonable efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such Registration Statement to become effective as promptly as practicable after it receives a request under this Section 5(a). Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in an S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which the S-3 Initiating Holders find acceptable, the S-3 Initiating Holders shall then have the right, by written notice to the Company, to withdraw their Registrable Securities from being included in such offering; provided , that such a withdrawal by the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders request, and if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 Registration to be made pursuant to an Automatic Shelf Registration Statement and may omit the names of the S-3 Participating Stockholders and the amount of the Registrable Securities to be offered thereunder.

(b) Form S-3 Underwriting Procedures . If the S-3 Initiating Holders so elect, the Company shall cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten public offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f) hereof. In connection with any S-3 Registration under this Section 5 involving an underwritten public offering, none of the Registrable Securities held by any Designated Stockholder making a request for inclusion of such Registrable Securities pursuant to Section 5(a) hereof shall be included in such underwritten offering unless such Designated Stockholder accepts the terms of the offering as agreed upon by the Company, the S-3 Initiating Holders and the Approved Underwriter (including, without limitation, offering price, underwriting commissions and discounts and lockup agreement terms) and then only in such quantity as set forth below. If the Approved Underwriter advises the Company that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or sales price of the Registrable Securities in such offering then the Company shall include in such offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first , such number of Registrable Securities of the Designated Stockholders participating in the offering under Section 5(a) hereof, which Registrable Securities shall be allocated pro rata among such Designated Stockholders participating in the offering, based on the number of Registrable Securities held by each such Designated Stockholder, second , any other securities of the Company requested by holders thereof to be included in such registration, except to the extent any such holders have agreed under existing agreements to grant priority with regard to participation in such offering to any other holders of securities of the Company, and third , securities offered by the Company for its own account.

(c) Limitations on Form S-3 Registrations . If the Board of Directors, in its good faith judgment, determines that a Valid Business Reason exists, (x) the Company may postpone filing a Registration Statement relating to an S-3 Registration (but not the preparation of the Registration Statement) until such Valid Business Reason no longer exists, but in no event for more than sixty days after the date when the S-3 Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to an S-3 Registration, the Company may postpone amending or supplementing such Registration Statement (in which case, if the Valid Business Reason no longer exists or if more than sixty days have passed since such postponement, the S-3 Initiating Holders may request the prompt amendment or supplement of such Registration Statement or a new S-3 Registration). The Company shall give written notice to all Designated Stockholders of its determination to postpone or delay amending or supplementing a Registration Statement and of the fact that the Valid Business Reason for such postponement or delay no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing or delay amending or supplementing a filing under this Section 5(c) due to a Valid Business Reason (i) for more than 120 days in any twelve-month period or (ii) for more than 60 days in any rolling 90 day period. In addition, the Company shall not be required to effect any registration pursuant to Section 5(a) hereof (i) within the Specified Period after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto), (ii) if Form S-3 is not available for such offering by the S-3 Initiating Holders or (iii) if the S-3 Initiating Holders, together with the Designated Stockholders (other than S-3 Initiating Holders) registering Registrable Securities in such registration, propose to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the last date on which the Company could receive requests for inclusion in such S-3 Registration under Section 5(a) hereof) to the public of less than $20,000,000.

(d) Expenses . Except as provided in Section 8(d) hereof, the Company shall bear all Registration Expenses in connection with any S-3 Registration pursuant to this Section 5, whether or not such S-3 Registration becomes effective.

(e) Automatic Shelf Registration Statement . After the Registration Statement with respect to an S-3 Registration that is an Automatic Shelf Registration Statement becomes effective, upon written request by an S-3 Initiating Holder, the Company shall, as promptly as practicable after receiving such request, (i) file with the Commission a prospectus supplement naming the S-3 Participating Stockholders as selling stockholders and the amount of Registrable Securities to be offered and include, to the extent not included or incorporated by reference in the Registration Statement, any other information omitted from the Prospectus used in connection with such Registration Statement as permitted by Rule 430B promulgated under the Securities Act (including the plan of distribution and the names of any underwriters, placement agents or brokers) and (ii) pay any necessary filing fees to the Commission within the time period required.

(f) Shelf Take-Downs . i) Any Designated Stockholder (an “ Initiating Shelf Holder ”) that holds Registrable Securities included in a Form S-3 that provides for offers and sales of Registrable Securities on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Form S-3 Shelf Registration Statement”) may initiate an offering or sale of all or part of such Registrable Securities (a “ Shelf Take-Down ”), in which case the provisions of this Section 5(f) shall apply. Unless otherwise required pursuant to clauses (ii) and (iii) below, no S-3 Initiating Holder shall be required to provide any other Designated Holders with notice of a proposed Shelf Take-Down. For the avoidance of doubt, it is understood and agreed that a Shelf Take-Down shall not be considered a Demand Registration for purposes of Section 3 hereof.

(ii) If in connection with any Shelf Take-Down in which the S-3 Initialing Holder proposes to sell Registrable Securities to the Public at an aggregate price to the public in excess of $20,000,000, the S-3 Initiating Holders so elect in a written request delivered to the Company (an “ Underwritten Shelf Take-Down Notice ”), a Shelf Take-Down may be in the form of an underwritten public offering (an “ Underwritten Shelf Take-Down ”) and, subject to the limitations set forth in the proviso to Section 5(a), the Company shall file and effect an amendment or supplement to its Form S-3 Shelf Registration Statement for such purpose as soon as practicable. Such S-3 Initiating Holders shall indicate in such Underwritten Shelf Take-Down Notice whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the underwriters (a “ Marketed Underwritten Shelf Take-Down ”). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, the Company shall promptly (but in any event no later than three Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other S-3 Participating Stockholders and shall permit the participation of all such S-3 Participating Stockholders that request inclusion in such Marketed Underwritten Shelf Take-Down who respond in writing within ten Business Days after the receipt of such notice of their election to participate. The provisions of Section 5(b) (other than the first sentence thereof) shall apply with respect to the right of the Initiating Shelf Holder and any other Shelf Holder to participate in any Underwritten Shelf Take-Down.

(iii) If any Initiating Shelf Holder desires to effect a Shelf Take-Down that does not constitute a Marketed Underwritten Shelf Take-Down (a “ Non-Marketed Underwritten Shelf Take-Down ”), such Initiating Shelf Holder shall so indicate in a written request delivered to the Company no later than two Business Days prior to the expected date of such Non-Marketed Underwritten Shelf Take-Down, which request shall include (i) the total number of Registrable Securities expected to be offered and sold in such Non-Marketed Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Marketed Underwritten Shelf Take-Down and (iii) the action or actions required (including the timing thereof) in connection with such Non-Marketed Underwritten Shelf Take-Down, and, subject to the limitations set forth in Section 5(a), the Company shall file and effect an amendment or supplement to its Form S-3 Shelf Registration Statement for such purpose as soon as practicable.

6. Hedging Transactions .

(a) In any S-3 Registration, the S-3 Initiating Holders may (on behalf of themselves and the Designated Stockholders) elect to engage in a Hedging Transaction. The Company agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Designated Stockholders’ Counsel (after good-faith consultation with counsel to the Company), it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of Registrable Securities in connection therewith, then the Company shall use commercially reasonable efforts to take such actions (which may include, among other things, the filing of a prospectus supplement or post-effective amendment to a Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including, without limitation, a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as underwriters or potential underwriters, if applicable, or any change to the plan of distribution) as may reasonably be required to register such Hedging Transaction or sales or transfers of Registrable Securities in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Company hereunder with respect to the registration of Registrable Securities. Any information regarding the Hedging Transaction included in a Registration Statement, Prospectus or Free Writing Prospectus pursuant to this Section 6(a) shall, for purposes of Section 9 hereof, be deemed to be information provided by the Designated Stockholder that is party to such Hedging Transaction and is selling Registrable Securities pursuant to such Registration Statement for purposes of Section 9 hereof.

(b) The selection of any Hedging Counterparty shall not be subject to Section 3(f) hereof, but the Hedging Counterparty shall be selected by the Designated Stockholders holding a majority of the Registrable Securities subject to the Hedging Transaction that are proposed to be included in such Registration Statement.

(c) If in connection with a Hedging Transaction, a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Company regarding the plan of distribution and like matters.

7. Holdback Agreements .

(a) Restrictions on Public Sale by Designated Stockholders .

(i) To the extent requested by the Approved Underwriter or the Company Underwriter, as the case may be, in the case of an underwritten public offering, each Designated Stockholder (other than any Pledgee or Hedging Counterparty) agrees (x) not to effect any public sale or distribution of any Registrable Securities or of any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a sale pursuant to Rule 144 (or any successor rule or regulation) promulgated under the Securities Act, or offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or enter into any hedging or similar transaction with the same economic effect as a sale of, any Registrable Securities during the Specified Period following the effective date of such registration, except as part of such underwritten public offering and (y) except as otherwise consented to by the Company, not to make any request for a Demand Registration or S-3 Registration under this Agreement that would require the filing of a registration during the Specified Period except as part of such underwritten public offering.

(ii) In connection with the Initial Public Offering, to the extent requested by the managing underwriter therefor, each Designated Stockholder agrees to enter into a Lock-Up Agreement.

(b) Restrictions on Public Sale by the Company . Unless the Company shall have received the prior written consent of the Majority Designated Stockholders, the Company agrees not to (i) effect any public sale or distribution of any of its securities, or any securities convertible into or exchangeable or exercisable for such securities (except pursuant to registrations on Form S-4 or S-8), (ii) file any Registration Statements relating to the registration of securities for the Company’s account (except pursuant to registrations on Form S-4 or S-8), or (iii) make any public announcements related to clause (i) or (ii), in each case, during the period beginning on the effective date of any Registration Statement relating to a registration in which the Designated Stockholders of Registrable Securities are participating and ending on the earlier of (x) the date on which all Registrable Securities registered on such Registration Statement are sold and (y) the Specified Period after the effective date of such Registration Statement (except as part of such registration).

8. Registration Procedures .

(a) Obligations of the Company . Whenever registration of Registrable Securities has been requested or required pursuant to Section 3, Section 4 or Section 5 hereof, the Company shall use its reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as quickly as practicable, and in connection with any such request, the Company shall:

(i) use its reasonable best efforts (taking into account, among other things, accounting and regulatory matters) to, as promptly as practicable, prepare and file with the Commission a Registration Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of such Registrable Securities in accordance with the intended method of distribution thereof, and cause such Registration Statement to become effective; provided , however , that (x) before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including, without limitation, any documents incorporated by reference therein), or before using any Free Writing Prospectus, the Company shall provide one firm of legal counsel selected by the Designated Stockholders holding a majority of the Registrable Securities being registered in such registration (“ Designated Stockholders’ Counsel ”), any managing underwriter or broker/dealer participating in any disposition of such Registrable Securities pursuant to a Registration Statement and any attorney retained by any such managing underwriter or broker/dealer (each, an “ Inspector ” and collectively, the “ Inspectors ”) with an opportunity to review and comment on such Registration Statement and each Prospectus included therein (and each amendment or supplement thereto) and each Free Writing Prospectus to be filed with the Commission, subject to such documents being under the Company’s control, and (y) the Company shall notify the Designated Stockholders’ Counsel and each seller of Registrable Securities pursuant to such Registration Statement of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered;

(ii) use its commercially reasonable efforts to, as promptly as practicable, prepare and file with the Commission such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective for the lesser of (x) one hundred twenty days (or, in the case of an S-3 Registration, three years from the effective date of the Registration Statement if such Registration Statement is filed pursuant to Rule 415 promulgated under the Securities Act) and (y) such shorter period which will terminate when all Registrable Securities covered by such Registration Statement have been sold (or, if such Registration Statement is an Automatic Shelf Registration Statement, on the third anniversary of the date of filing of such Automatic Shelf Registration Statement); and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement;

(iii) furnish to each seller of Registrable Securities such number of copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto), the Prospectus included in such Registration Statement (including each preliminary Prospectus), any Prospectus filed under Rule 424 under the Securities Act and any Free Writing Prospectus as each such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller;

(iv) use its commercially reasonable efforts to register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as any seller of Registrable Securities may reasonably request, and continue such registration or qualification in effect in such jurisdiction for as long as any such seller reasonably requests and do any and all other acts and things that may be reasonably necessary or advisable to enable any such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller; provided , however , that the Company shall not be required to (x) qualify generally to do business in any jurisdiction where it would not otherwise be required, (y) subject itself to taxation in any such jurisdiction or (z) consent to general service of process in any such jurisdiction;

(v) as soon as possible following its actual knowledge thereof, notify each seller of Registrable Securities: (A) when a Prospectus, any Prospectus supplement, any Free Writing Prospectus, a Registration Statement or a post-effective amendment to a Registration Statement has been filed with the Commission, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (B) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement, related Prospectus or Free Writing Prospectus or for additional information; (C) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceedings for such purpose; and (D) of the existence of any fact or happening of any event of which the Company has knowledge which makes any statement of a material fact in such Registration Statement, related Prospectus or Free Writing Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue or which would require the making of any changes in the Registration Statement, Prospectus or Free Writing Prospectus in order that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of such Prospectus or Free Writing Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(vi) upon the occurrence of any event contemplated by Section 8(a)(v)(D) hereof or, subject to Sections 3(a) and 5(c) hereof, the existence of a Valid Business Reason use its reasonable best efforts to prepare as soon as possible a supplement or amendment to such Registration Statement, related Prospectus or Free Writing Prospectus and furnish to each seller of Registrable Securities a reasonable number of copies of such supplement to, or amendment of, such Registration Statement, Prospectus or Free Writing Prospectus as may be necessary so that, after delivery to the purchasers of such Registrable Securities, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of such Prospectus or Free Writing Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(vii) enter into customary agreements (including an underwriting agreement in customary form with the Approved Underwriter or Company Underwriter, if any, selected as provided in Section 3, Section 4 or Section 5 hereof, as the case may be) and take such other commercially reasonable actions as are reasonably required in order to facilitate the disposition of Registrable Securities and shall provide all reasonable cooperation, including causing its appropriate officers to attend and participate in “road shows” and other information meetings organized by the Approved Underwriter or Company Underwriter, if and as applicable, and causing counsel to the Company to deliver customary legal opinions in connection with any such underwriting agreements;

(viii) make available at reasonable times for inspection by any Inspector all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries (collectively, the “ Records ”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s and its subsidiaries’ officers, directors and employees, and the Company’s independent registered public accounting firm, to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors (and the Inspectors shall confirm their agreement in writing in advance to the Company if the Company shall so request) unless (x) the disclosure of such Records is necessary, in the Company’s judgment, to avoid or correct a misstatement or omission in the Registration Statement, (y) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction after exhaustion of all appeals therefrom or (z) the information in such Records was known to the Inspectors on a non-confidential basis prior to its disclosure by the Company or has been made generally available to the public. Each Inspector agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, promptly give notice to the Company and allow the Company, at the Company’s expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential;

(ix) if such sale is pursuant to an underwritten public offering, obtain a “cold comfort” letter addressed to the underwriters and Participating Holders dated the effective date of the Registration Statement and the date of the closing under the underwriting agreement from the Company’s independent registered public accounting firm in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing underwriter reasonably requests;

(x) furnish an opinion of counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the seller making such request, covering such legal matters with respect to the registration in respect of which such opinion is being given as the underwriters, if any, and such seller may reasonably request and are customarily included in such opinions;

(xi) comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable but no later than fifteen months after the effective date of the Registration Statement, an earnings statement covering a period of twelve months beginning after the effective date of the Registration Statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated under the Securities Act;

(xii) cause any Registrable Securities included in the Registration Statement to be listed on each securities exchange on which the applicable type of Registrable Securities are then listed;

(xiii) cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;

(xiv) cause the Registrable Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies or authorities, as may be reasonably necessary by virtue of the business and operations of the Company to enable the seller or sellers of Registrable Securities to consummate the disposition of such Registrable Securities;

(xv) provide a transfer agent or warrant agent and registrar for the Registrable Securities and a CUSIP number for each type of the Registrable Securities;

(xvi) take all other steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby and reasonably cooperate with the holders or underwriters (in the case of an underwritten offering) of such Registrable Securities to facilitate the disposition of such Registrable Securities pursuant thereto;

(xvii) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filings of all Prospectuses and Free Writing Prospectuses with the Commission; and

(xviii) within the deadlines specified by the Securities Act and the rules promulgated thereunder, make all required filing fee payments in respect of any Registration Statement or Prospectus used under this Agreement (and any offering covered thereby).

(b) Seller Requirements . In connection with any offering under any Registration Statement under this Agreement, each Designated Stockholder (i) shall promptly furnish to the Company in writing such information with respect to such Designated Stockholder and the intended method of disposition of its Registrable Securities as the Company may reasonably request or as may be required by law or regulations for use in connection with any related Registration Statement or Prospectus (or amendment or supplement thereto) and all information required to be disclosed in order to make the information previously furnished to the Company by such Designated Stockholder not contain a material misstatement of fact or necessary to cause such Registration Statement or Prospectus (or amendment or supplement thereto) not to omit a material fact with respect to such Designated Stockholder necessary in order to make the statements therein not misleading; (ii) shall comply with the Securities Act and the Exchange Act and all applicable state securities laws and comply with all applicable regulations in connection with the registration and the disposition of the Registrable Securities; and (iii) shall not use any Free Writing Prospectus without the prior written consent of the Company. If any seller of Registrable Securities fails to provide such information required to be included in such Registration Statement by applicable securities laws or otherwise necessary or desirable in connection with the disposition of such Registrable Securities in a timely manner after written request therefor, the Company may exclude such seller’s Registrable Securities from a registration under Sections 3, 4 or 5 hereof.

(c) Notice to Discontinue . Each Designated Stockholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 8(a)(v)(D) hereof or, subject to Section 3(a) and 5(c) hereof, the existence of Valid Business Reason, such Designated Stockholder shall forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such Designated Stockholder’s receipt of the copies of the supplemented or amended Prospectus or Free Writing Prospectus contemplated by Section 8(a)(vi) hereof (or if no supplemental or amended prospectus or Free Writing Prospectus is required, upon confirmation from the Company that use of the Prospectus or Free Writing Prospectus is once again permitted). If the Company shall give any such notice, the Company shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement (including, without limitation, the period referred to in Section 8(a) (ii) hereof) by the number of days during the period from and including the date of the giving of such notice pursuant to Section 8(a)(v)(D) hereof to and including the date when sellers of such Registrable Securities under such Registration Statement shall have received the copies of the supplemented or amended Prospectus or Free Writing Prospectus contemplated by and meeting the requirements of Section 8(a)(v) hereof (or if no supplemental or amended prospectus or Free Writing Prospectus is required, upon confirmation from the Company that use of the Prospectus or Free Writing Prospectus is once again permitted).

(d) Registration Expenses . Except as provided under the last sentence of this Section 8(d), the Company shall pay all expenses arising from or incident to its performance of, or compliance with, this Agreement, including, without limitation (i) all expenses, including filing fees, in connection with the preparation and filing of the Registration Statement, preliminary prospectus or final prospectus and amendments and supplements thereto, (ii) Commission, stock exchange and FINRA registration (including any counsel retained in connection with FINRA registration) and filing fees, (iii) transfer agents’ and registrars’ fees and expenses, (iv) all expenses with respect to road shows, (v) all fees and expenses incurred in complying with state securities or “blue sky” laws (including reasonable fees, charges and disbursements of one firm or counsel to any underwriter incurred in connection with “blue sky” qualifications of the Registrable Securities as may be set forth in any underwriting agreement), (vi) all printing, messenger and delivery expenses, (vii) the fees, charges and expenses of counsel to the Company and of its independent registered public accounting firm and the reasonable and documented legal fees, charges and expenses of Designated Stockholder’s Counsel and (viii) any liability insurance or other premiums for insurance obtained in connection with any Demand Registration or piggy-back registration thereon, Incidental Registration or S-3 Registration pursuant to the terms of this Agreement, regardless of whether such Registration Statement is declared effective. All of the expenses described in the preceding sentence of this Section 8(d) are referred to herein as “ Registration Expenses .” The Designated Stockholders of Registrable Securities sold pursuant to a Registration Statement shall bear the expense of any broker’s commission or underwriter’s discount or commission relating to the registration and sale of such Designated Stockholders’ Registrable Securities and shall, other than as set forth in clause (vii) above, bear the fees and expenses of their own counsel.

9. Indemnification; Contribution .

(a) Indemnification by the Company . The Company agrees to indemnify and hold harmless each Designated Stockholder, its partners, directors, officers, Affiliates, stockholders, members, employees, trustees and each Person who controls (within the meaning of Section 15 of the Securities Act) such Designated Stockholder from and against any and all losses, claims, damages, liabilities and expenses, or any action or proceeding in respect thereof (including reasonable costs of investigation and reasonable attorneys’ fees and expenses) (each, a “ Liability ” and collectively, “ Liabilities ”), arising out of or based upon (a) any untrue, or allegedly untrue, statement of a material fact contained in the Disclosure Package, the Registration Statement, the Prospectus, any Free Writing Prospectus or in any amendment or supplement thereto; and (b) the omission or alleged omission to state in the Disclosure Package, the Registration Statement, the Prospectus, any Free Writing Prospectus or in any amendment or supplement thereto any material fact required to be stated therein or necessary to make the statements therein not misleading under the circumstances such statements were made, and, subject to the provisions of this Section 9, will reimburse each such indemnified person, for any legal and any other expenses reasonably incurred, as they are incurred, in connection with investigating and defending or settling any such Liability; provided , however , that the Company shall not be held liable in any such case to the extent that any such Liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission contained in such Disclosure Package, Registration Statement, Prospectus, Free Writing Prospectus or such amendment or supplement thereto in reliance upon and in conformity with information concerning such Designated Stockholder furnished in writing to the Company by or on behalf of such Designated Stockholder expressly for use therein. The Company shall also provide customary indemnities to any underwriters of the Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning of Section 15 of the Securities Act) to the same extent as provided above with respect to the indemnification of the Designated Stockholders of Registrable Securities.

(b) Indemnification by Designated Stockholders . In connection with any offering in which a Designated Stockholder is participating pursuant to Section 3, 4 or 5 hereof, such Designated Stockholder agrees severally to indemnify and hold harmless the Company, the other Designated Stockholders, any underwriter retained by the Company and each Person who controls the Company, the other Designated Stockholders or such underwriter (within the meaning of Section 15 of the Securities Act) to the same extent as the foregoing indemnity from the Company to the Designated Stockholders (including indemnification of their respective partners, directors, officers, Affiliates, stockholders, members, employees, trustees and Controlling Persons), but only to the extent that Liabilities arise out of or are based upon a statement or alleged statement or an omission or alleged omission that was made in reliance upon and in conformity with information with respect to such Designated Stockholder furnished in writing to the Company by or on behalf of such Designated Stockholder expressly for use in such Disclosure Package, Registration Statement, Prospectus, Free Writing Prospectus or such amendment or supplement thereto, including, without limitation, the information furnished to the Company pursuant to Section 8(b) hereof and, subject to the provisions of this Section 9, will reimburse the Company, such directors, controlling persons, such other Designated Stockholders and the underwriters for any legal and any other expenses reasonably incurred, as they are incurred, in connection with investigating and defending or settling any such Liability; provided , however , that the total amount to be indemnified by such Designated Stockholder pursuant to this Section 9(b) shall be limited to the net proceeds (after deducting the underwriters’ discounts and commissions) received by such Designated Stockholders in the offering to which such Disclosure Package, Registration Statement, Prospectus, Free Writing Prospectus or such amendment or supplement thereto relates.

(c) Conduct of Indemnification Proceedings . Any Person entitled to indemnification or contribution hereunder (the “ Indemnified Party ”) agrees to give prompt written notice to the indemnifying party (the “ Indemnifying Party ”) after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to this Agreement; provided , however , that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of any Liability that it may have to the Indemnified Party hereunder (except to the extent that the Indemnifying Party is materially prejudiced or otherwise forfeits substantive rights or defenses by reason of such failure). If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it and reasonably satisfactory to such Indemnified Party. Each Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the reasonable and documented out-of-pocket fees and expenses of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action with counsel reasonably satisfactory to the Indemnified Party or (iii) the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and such parties have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or (y) there may be one or more legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party. In any of such cases, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party shall not be liable for the reasonable and documented out-of-pocket fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all Indemnified Parties and all such reasonable and documented out-of-pocket fees and expenses shall be reimbursed as incurred. No Indemnifying Party shall be liable for any settlement entered into without its written consent. No Indemnifying Party shall, without the consent of such Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is a party and indemnity has been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability for claims that are the subject matter of such proceeding. Notwithstanding the foregoing, if at any time an Indemnified Party shall have requested the Indemnifying Party to reimburse the Indemnified Party for fees and expenses of counsel as contemplated by this Section 9, the Indemnifying Party agrees that it shall be liable for any settlement of any proceeding effected without the Indemnifying Party’s written consent if (i) such settlement is entered into more than thirty business days after receipt by the Indemnifying Party of the aforesaid request and (ii) the Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request or contested the reasonableness of such fees and expenses prior to the date of such settlement.

(d) Contribution . If the indemnification provided for in this Section 9 from the Indemnifying Party is unavailable to an Indemnified Party hereunder or insufficient to hold harmless an Indemnified Party in respect of any Liabilities referred to herein, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Liabilities in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions which resulted in such Liabilities. The relative faults of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party. The amount paid or payable by a party as a result of the Liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections 9(a), 9(b) and 9(c) hereof, any reasonable and documented out-of-pocket legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding; provided , that the total amount to be contributed by any Designated Stockholder shall be limited to the net proceeds (after deducting the underwriters’ discounts and commissions) received by such Designated Stockholder in the offering.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 9(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(e) Primacy of Indemnification . The Company hereby acknowledges that certain of the Designated Stockholders have certain rights to indemnification, advancement of expenses and/or insurance provided by certain of its affiliates (collectively, the “ Indemnitors ”). The Company hereby agrees that (i) it is the Indemnitor of first resort (i.e., its obligations to the Designated Stockholders are primary and any obligation of the Indemnitors to advance expenses or to provide indemnification for the same Liabilities incurred by any of the Designated Stockholders are secondary to any such obligation of the Company), (ii) that it shall be liable for the full amount of all Liabilities to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents of the Company (or any other agreement between the Company and the relevant Designated Stockholder), without regard to any rights any Designated Stockholder may have against the Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Indemnitors from any and all claims (x) against the Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind in respect thereof and (y) that any Designated Stockholder must seek indemnification from any Indemnitor before the Company must perform its indemnification obligations under this Agreement. No advancement or payment by the Indemnitors on behalf of any Designated Stockholder with respect to any claim for which such Designated Stockholder has sought indemnification from the Company hereunder shall affect the foregoing. The Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery which any Designated Stockholder would have had against the Company if the Indemnitors had not advanced or paid any amount to or on behalf of such Designated Stockholder. The Company and the Designated Stockholders agree that the Indemnitors are express third party beneficiaries of this Section 9.

10. Rule 144 . The Company covenants from and after the IPO Pricing Date that it shall take such action as may be required from time to time to enable such Designated Stockholder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such rule may be amended from time to time. The Company shall, upon the request of any Designated Stockholder, deliver to such Designated Stockholder a written statement as to whether it has complied with such requirements.

11. Miscellaneous .

(a) Stock Splits, etc. The provisions of this Agreement shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations recapitalizations and the like occurring after the date hereof.

(b) No Inconsistent Agreements . The Company hereby represents and warrants that it has not previously entered into any agreement granting registration rights to any Person with respect to any securities of the Company. The Company shall not enter into any agreement with respect to its securities that is inconsistent with or senior to the rights granted to the Designated Stockholders in this Agreement or grant any additional registration rights to any Person or with respect to any securities that are not Registrable Securities which rights are inconsistent with or senior to the rights granted in this Agreement.

(c) Remedies . The Designated Stockholders, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of their rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive in any action for specific performance the defense that a remedy at law would be adequate.

(d) Amendments and Waivers . Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless consented to in writing by the Company and the Majority Designated Stockholders.

(e) Notices . All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be made by registered or certified first-class mail, return receipt requested, telecopy, electronic transmission, courier service or personal delivery:

(i) If to the Company:

Turning Point Brands, Inc.
5201 Interchange Way
Louisville, Kentucky 40229
Telecopy: (502) 778-4421
Attention: James Dobbins, Esq.

with a copy to:

Milbank, Tweed, Hadley & McCloy LLP
28 Liberty Street
New York, New York 10005-1413
Telecopy: (212) 530-5301
Attention: Brett Nadritch, Esq.

(ii) If to a Standard General Party:

Standard General

767 Fifth Avenue 12 ^th Floor

New York, New York 10153

(iii) If to a Helms Party:

Thomas F. Helms, Jr.

President

75 Woods Lane

East Hampton, New York, 11937

(iv) If to any other Designated Stockholder, at its address as it appears in the books and records of the Company.

All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five Business Days after being deposited in the mail, postage prepaid, if mailed; and when receipt is acknowledged, if telecopied, or electronically transmitted. Any party may by notice given in accordance with this Section 11(e) designate another address or Person for receipt of notices hereunder.

(f) Permitted Assignees; Third Party Beneficiaries . This Agreement shall inure to the benefit of and be binding upon the permitted assignees of the parties hereto as provided in Section 2(d) hereof. Except as provided in Section 9 hereof, no Person other than the parties hereto and their permitted assignees is intended to be a beneficiary of this Agreement.

(g) Counterparts . This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(h) Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i) GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

(j) Jurisdiction . Any action or proceeding against any party hereto relating in any way to this Agreement or the transactions contemplated hereby may be brought and enforced in the federal or state courts in the State of New York, and each party, on behalf of itself and its respective successors and assigns, irrevocably consents to the jurisdiction of each such court in respect of any such action or proceeding. Each party, on behalf of itself and its respective successors and assigns, irrevocably consents to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, return receipt requested, to such person or entity at the address for such person or entity set forth in Section 11(e) hereof of this Agreement or such other address as such person or entity shall notify the other in writing. The foregoing shall not limit the right of any person or entity to serve process in any other manner permitted by law or to bring any action or proceeding, or to obtain execution of any judgment, in any other jurisdiction.

Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising under or relating to this Agreement or the transactions contemplated hereby in any court located in the State of New York or located in any other jurisdiction chosen by the Company in accordance with Section 11(j) hereof. Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives any claim that a court located in the State of New York is not a convenient forum for any such action or proceeding.

Each party, on behalf of itself and its respective successors and assigns, hereby irrevocably waives, to the fullest extent permitted by applicable United States federal and state law, all immunity from jurisdiction, service of process, attachment (both before and after judgment) and execution to which he might otherwise be entitled in any action or proceeding relating in any way to this Agreement or the transactions contemplated hereby in the courts of the State of New York, of the United States or of any other country or jurisdiction, and hereby waives any right he might otherwise have to raise or claim or cause to be pleaded any such immunity at or in respect of any such action or proceeding.

(k) WAIVER OF JURY TRIAL . EACH PARTY, ON BEHALF OF ITSELF AND ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY IRREVOCABLY WAIVES ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION BASED UPON, OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(l) Severability . If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired.

(m) Rules of Construction . Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement. Terms defined in the singular have a comparable meaning when used in the plural, and vice versa.

(n) Entire Agreement . This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto with respect to the subject matter contained herein. There are no restrictions, promises, representations, warranties or undertakings with respect to the subject matter contained herein, other than those set forth or referred to herein. This Agreement supersedes all prior agreements and understandings among the parties with respect to such subject matter.

(o) Further Assurances . Each of the parties shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

(p) Other Agreements . Nothing contained in this Agreement shall be deemed to be a waiver of, or release from, any obligations any party hereto may have under, or any restrictions on the transfer of Registrable Securities or other securities of the Company imposed by, any other agreement.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Registration Rights Agreement on the date first written above.

	COMPANY:

	TURNING POINT BRANDS, INC.

	By:	/s/ James Dobbins
	Name:	James Dobbins
	Title:	Senior Vice President, General Counsel and Secretary

	HOLDERS:

	STANDARD GENERAL MASTER FUND L.P.

	By:	/s/ Soohyung Kim
	Name:	Soohyung Kim
	Title:	Managing Partner

	STANDARD GENERAL OC MASTER FUND L.P.

	By:	/s/ Soohyung Kim
	Name:	Soohyung Kim
	Title:	Managing Partner

	STANDARD GENERAL FOCUS FUND L.P.

	By:	/s/ Soohyung Kim
	Name:	Soohyung Kim
	Title:	Managing Partner

[Signature Page to Registration Rights Agreement]

	STANDARD GENERAL LTD.

	By: Corbin Capital Partners Management, LLC, its managing member

	By:	/s/ Daniel Friedman
	Name:	Daniel Friedman
	Title:	General Counsel

	HELMS MANAGEMENT CORP.

	By:	/s/ Thomas F. Helms, Jr.
	Name: Thomas F. Helms, Jr.
	Title: President

	DESIGNATED STOCKHOLDERS

	By:	/s/ Thomas F. Helms, Jr.
	Name: Thomas F. Helms, Jr.
	Address:
	Email:


	By:	/s/ Lawrence Wexler
	Name: Lawrence Wexler
	Address:
	Email:


	By:	/s/ James Dobbins
	Name: James Dobbins
	Address:
	Email:

	By:	/s/ Gregory H.A. Baxter
	Name: Gregory H.A. Baxter
	Address:
	Email:

Annex A

[Name and Address of Transferee]

Turning Point Brands, Inc.
5201 Interchange Way
Louisville, Kentucky 40229

[Name and Address of Transferor]

, 20

Ladies and Gentlemen:

Reference is made to the Registration Rights Agreement, dated as of , 2015 (the “ Registration Rights Agreement ”), by and among Turning Point Brands, Inc., a Delaware corporation, and the certain stockholders named therein. All capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Registration Rights Agreement.

In connection with the transfer by [Name of Transferor] of Registrable Securities with associated registration rights under the Registration Rights Agreement to [Name of Transferee] as transferee (the “ Transferee ”), the Transferee hereby agrees to be bound as a Designated Stockholder by the provisions of the Registration Rights Agreement as provided under Section 2(d)(i) thereto.

This agreement shall be governed by New York law.

	Yours sincerely,

	[Name of Transferee]

	By:
		Name:
		Title:

Exhibit 10.1

EXCHANGE AND SALE AGREEMENT

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 ”).

RECITALS

WHEREAS, the Company intends to effect an initial public offering (the “ IPO ”) of its voting common stock, par value $0.01 per share (the “ Common Stock ”), pursuant to a registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “ S-1 ”);

WHEREAS, the Company issued to Standard General Master Fund L.P. (“ SG Master Fund ”) the Company PIK Toggle Note, dated as of January 13, 2014, in the aggregate principal amount of $45,000,000 (the “ Note ”);

WHEREAS, pursuant to that certain Assignment and Assumption Agreement, dated September 18, 2015, by and among SG Master Fund, the Noteholder and the Company, SG Master Fund assigned all of its rights and obligations in its capacity as payee under the Note to the Noteholder; and

WHEREAS, the Noteholder has agreed to (i) exchange 50% of the sum of the principal amount of the Note, plus all accrued interest on such principal amount to, but excluding, the Closing Date (the “ Exchanged Amount ”), for Common Stock and (ii) sell to the Company the remaining principal amount of the Note and accrued interest on such principal amount to, but excluding, the Closing Date (the “ Sold Amount ”), in each case as provided herein.

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained and intending to be legally bound hereby, the Company and the Noteholder hereby agree as follows:

ARTICLE I
EXCHANGE AND SALE OF NOTE

Section 1.1 Exchange and Sale of the Note .

(a) Subject to the terms and conditions set forth in this Agreement, the Noteholder hereby agrees to exchange (the “ Exchange ”) at the Closing (as defined below) the Exchanged Amount for a number (rounded to the nearest whole share) of shares of Common Stock (the “ Exchange Shares ”) equal to the quotient obtained by dividing (x) the sum of the Exchanged Amount by (y) the initial public offering price per share (less any underwriting fees and commissions) of Common Stock in the IPO.

(b) Subject to the terms and conditions set forth in this Agreement, the Noteholder hereby agrees to sell (the “ Sale ”) at the Closing the Sold Amount for a payment in an amount equal to the Sold Amount.

(c) Upon the Exchange and the Sale, the Exchanged Amount and the Sold Amount, respectively, shall be deemed satisfied in full and the Noteholder shall waive all rights to receive any future payments in respect thereof from and after the Closing.

ARTICLE II
CLOSING DATE; DELIVERY

Section 2.1 Closing . The closing (the “ Closing ”) of the Exchange and Sale shall take place at the offices of Milbank, Tweed, Hadley & McCloy LLP, 28 Liberty Street, New York, New York 10005, contemporaneously with the closing of the IPO, but following receipt by the Company of the net proceeds therefrom (the day on which the Closing occurs is referred to herein as the “ Closing Date ”).

Section 2.2 Delivery for the Exchange and Sale . At the Closing:

(a) The Noteholder shall surrender the Note duly endorsed to the Company (and accompanied by appropriate endorsement and transfer documents) for cancellation; and the Note shall be cancelled by the Company;

(b) The Company shall make a payment to the Noteholder in the amount of the Sold Amount, by wire transfer of immediately available funds to an account designated by the Noteholder prior to the Closing; and

(c) The Company shall deliver the Exchange Shares issuable to each Noteholder by book entry deposit to an account established for such purpose.

Section 2.3 Consummation of Closing . All acts, deliveries and confirmations comprising the Closing, regardless of chronological sequence, shall be deemed to occur contemporaneously and simultaneously upon the occurrence of the last act, delivery or confirmation of the Closing and none of such acts, deliveries or confirmations shall be effective unless and until the last of same shall have occurred.

Section 2.4 No Transfer of Note Prior to the Closing . The Noteholder agrees that during the term of this Agreement, the Noteholder shall not sell, assign, pledge, transfer or otherwise dispose of, nor permit the sale, assignment pledge, transfer or other disposition (each, a “ Transfer ”) of, any beneficial ownership interest in the Note other than to exchange and sell the Note pursuant to this Agreement; provided, however, that the Noteholder may Transfer the Note to any of its affiliates that agrees in writing prior to such Transfer to be bound by the obligations of the Noteholder under this Agreement.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of Each Party . Each of the Company and the Noteholder hereby represents and warrants to the other party that:

(i) such party has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transaction contemplated hereby;

(ii) this Agreement has been duly and validly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party enforceable against such party in accordance with its terms;

(iii) the execution, delivery and performance by such party of this Agreement and the consummation by such party of the transactions contemplated hereby do not and will not (A) conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order applicable to such party, (B) other than the prior written consent of the board of directors of the Company to the transactions contemplated hereby, require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (C) result in the creation of any encumbrance on the Note or (D) conflict with or result in a breach of or constitute a default under any provision of any party’s governing documents; and

(iv) as of the date hereof, no material action, suit or legal, administrative or arbitral proceeding or investigation by or against such party is pending, or to the knowledge of such party threatened in writing, which would affect the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby.

Section 3.2 Representations and Warranties of the Noteholder . The Noteholder hereby represents and warrants to the Company that it:

(i) owns exclusively, beneficially and of record and has good, valid and marketable title to such Note free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind and has the full right, power and authority to take the actions contemplated by this Agreement with respect to such Note;

(ii) understands that shares of the Common Stock it will receive in the Exchange have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”) and are being or will be issued by the Company in a transaction exempt from the registration requirements of the Securities Act;

(iii) understands that shares of the Common Stock it will receive in the Exchange may not be offered or resold except pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from registration under the Securities Act;

(iv) understands that it is Qualified Institutional Buyer as defined in Rule 144A under the Securities Act (a “ QIB ”); it or its representative has had access to the same kind of information concerning the Company that is required by Schedule A of the Securities Act, to the extent that the Company possesses such information; has such knowledge and experience in financial and business matters that it is capable of utilizing the information that is available to it concerning the Company to evaluate the risks of investment in the Company including the risk that it could lose its entire investment in the Company; and consummating the Exchange and Sale for its own sole benefit and account for investment and not with a view to, or for resale in connection with, a public offering or distribution thereof; and

(v) understands that the shares of Common Stock will bear the restrictive legend set forth on Exhibit A to this Agreement.

ARTICLE IV
CONDITIONS PRECEDENT TO NOTEHOLDER’S OBLIGATION

The obligation of the Noteholder to effect the Exchange and Sale is subject to the following conditions (any or all of which may be waived by the Noteholder in its sole discretion):

Section 4.1 Representations and Warranties . Each of the representations and warranties of the Company set forth in this Agreement shall be true and correct on the Closing Date.

Section 4.2 Performance; No Default . The Company shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing.

Section 4.3 No Injunction . No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction preventing the closing of the IPO or the Exchange or the Sale shall be in effect.

ARTICLE V
CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATION

The obligation of the Company to effect the Exchange and Sale is subject to the following conditions (any or all of which may be waived by the Company in its sole discretion):

Section 5.1 Representations and Warranties . Each of the representations and warranties of the Noteholder set forth in this Agreement shall be true and correct in all material respects on the Closing Date.

Section 5.2 Performance; No Default . The Noteholder shall have performed and complied in all material respects with all agreements and conditions contained in this Agreement required to be performed or complied with by the Noteholder prior to or at the Closing.

Section 5.3 No Injunction . No preliminary or permanent injunction or other order issued by any federal or state court of competent jurisdiction preventing the closing of the IPO or the Exchange or the Sale shall be in effect.

ARTICLE VI
CERTAIN COVENANTS AND AGREEMENTS OF THE PARTIES

Section 6.1 Further Actions . Each party shall, at the written request of the other party, at any time and from time to time following the Closing, execute and deliver to the other party all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to confirm or carry out its obligations under this Agreement.

Section 6.2 Best Efforts . Each party shall use its respective best efforts (subject to standards of commercial reasonableness) to consummate the transactions contemplated to be performed by it under this Agreement.

ARTICLE VII
TERMINATION

Section 7.1 Termination . In the event the S-1 is withdrawn by the Company for any reason before the closing of the IPO, this Agreement shall automatically terminate and become null and void without any further action by the parties.

ARTICLE VIII
MISCELLANEOUS

Section 8.1 Survival of Representations . The representations, warranties and agreements in this Agreement shall terminate on the Closing Date or upon the termination of this Agreement.

Section 8.2 Entire Agreement; Assignment . This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise) except as permitted herein.

Section 8.3 Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 8.4 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the State of New York’s conflict of law principles to the extent such principles are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. Each of the parties hereby irrevocably and unconditionally submits, for such party and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims or causes of action (whether in contract, tort or otherwise) in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court.

Section 8.5 Waiver of Jury Trial . Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the parties hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.5 .

Section 8.6 Headings . The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 8.7 Counterparts . This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section 8.8 Waiver; Remedies . No delay on the part of the Noteholder or the Company in exercising any right, power or privilege under this Agreement shall operate as a wavier thereof, nor shall any waiver on the part of the Noteholder or the Company of any right, power or privilege under this Agreement operate as a waiver of any other right, power or privilege of such party under this Agreement, nor shall any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege under this Agreement.

Section 8.9 Specific Performance . The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this agreement or to enforce specifically the performance of the terms and provisions hereof in addition to any other remedy to which they are entitled at law or in equity.

Section 8.10 Amendment . This Agreement may be modified or amended only by written agreement of each of the parties to this Agreement.

Section 8.11 Parties in Interest . This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 8.12 Notice . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile or email or by registered or certified mail (postage prepaid, return receipt requested, provided that the facsimile or email is promptly confirmed by telephone or email confirmation thereof) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8.12 ):

if to the Company:

Turning Point Brands, Inc.

5201 Interchange Way

Louisville, Kentucky 40229

Attention: James Dobbins, Senior Vice President, General Counsel and Secretary

Email: JDobbins@Natcinc.net

with a copy to:

Milbank, Tweed, Hadley & McCloy LLP

28 Liberty Street

New York, New York 10005

Attention: David E. Zeltner, Esq.

Email: DZeltner@milbank.com

if to the Noteholder:

Standard NA Holdings I LLC

767 Fifth Avenue, 12th Floor

New York, NY 10153

Attention: Joseph Mause, CFO

Email: JMause@standgen.com

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have caused this Agreement to be executed by their respective duly authorized officers, as of the date first above written.

	TURNING POINT BRANDS, INC.

	By:	/s/ James Dobbins
	Name:	James Dobbins
	Title:	Senior Vice President, General Counsel and Secretary

	STANDARD NA HOLDINGS I LLC

	By:	/s/ Soohyung Kim
	Name:	Soohyung Kim
	Title:	Managing Partner

[Signature Page to Exchange and Sale Agreement for PIK Notes to Equity]

EXHIBIT A

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:

a. AGREES FOR THE BENEFIT OF TURNING POINT BRANDS, INC. , (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN EXCEPT:

i. TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

ii. PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

iii. PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

PRIOR TO THE REGISTRATION OF ANY TRANSFER, THE COMPANY AND THE TRANSFER AGENT FOR THE COMPANY’S COMMON STOCK RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

Exhibit 10.2

EXCHANGE AGREEMENT

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 ”).

RECITALS

WHEREAS, the Company has issued to the Noteholder, pursuant to that certain Note Purchase Agreement, dated as of January 22, 2014, by and between North Atlantic Holding Company, Inc. and the purchasers thereto (the “ Note Purchase Agreement ”) the principal amount of $8,191,941.57 of the Company’s 7% Senior Notes due December 31, 2023 (the “ Notes ”) ;

WHEREAS, the Noteholder has agreed to exchange the Notes for Exchange Shares as provided herein.

ARTICLE I
EXCHANGE OF NOTES

Section 1.1 Exchange of Notes for Exchange Shares .

(a) Subject to the terms and conditions set forth in this Agreement, the Noteholder hereby agrees to exchange (the “ Exchange ”) at the Closing (as defined below) all Notes held by such Noteholder for a number (rounded to the nearest whole share) of shares of Common Stock (the “ Exchange Shares ”) equal to the quotient obtained by dividing (x) the principal amount of the Notes plus accrued and unpaid interest, if any, to but excluding the Closing Date by (y) the initial public offering price per share of Common Stock in the IPO.

(b) Upon the surrender by the Noteholder of the Notes in exchange for the Exchange Shares issuable to the Noteholder in the Exchange, the Notes shall be cancelled and the Company’s obligation to pay any amounts on the Notes shall be terminated. The Noteholder waives all rights to receive any future payments of principal of or interest on the Notes from and after the Closing Date.

ARTICLE II
CLOSING DATE; DELIVERY

Section 2.1 Closing . The closing (the “ Closing ”) of the Exchange shall take place at the offices of Milbank, Tweed, Hadley & McCloy LLP, 28 Liberty Street, New York, New York 10005, contemporaneously with the closing of the IPO (the day on which the Closing occurs is referred to herein as the “ Closing Date ”).

Section 2.2 Delivery for the Exchange . At the Closing:

(a) The Noteholder shall surrender the Notes duly endorsed to the Company (and accompanied by appropriate endorsement and transfer documents) for cancellation; and the Notes shall be cancelled by the Company; and

(b) The Company shall deliver the Exchange Shares issuable to the Noteholder by book entry deposit to an account established for such purpose.

Section 2.4 No Transfer of Exchanged Notes Prior to the Closing . The Noteholder agrees that during the term of this Agreement, the Noteholder shall not sell, assign, pledge, transfer or otherwise dispose of, nor permit the sale, assignment pledge, transfer or other disposition (each, a “ Transfer ”) of, any beneficial ownership interest in the Notes other than to exchange the Notes pursuant to the Exchange; provided, however, that the Noteholder may Transfer the Notes to any of its affiliates that agrees in writing prior to such Transfer to be bound by the obligations of the Noteholder under this Agreement.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of Each Party . Each of the Company and the Noteholder hereby represents and warrants to the other party that:

(i) such party has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transaction contemplated hereby;

(iii) the execution, delivery and performance by such party of this Agreement and the consummation by such party of the transactions contemplated hereby do not and will not (A) conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order applicable to such party, (B) other than the prior written consent of the board of directors of the Company to the transactions contemplated hereby, require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (C) result in the creation of any encumbrance on the Notes or (D) conflict with or result in a breach of or constitute a default under any provision of any party’s governing documents; and

Section 3.2 Representations and Warranties of the Noteholder . The Noteholder hereby represents and warrants to the Company that it:

(i) owns exclusively, beneficially and of record and has good, valid and marketable title to such Notes free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind and has the full right, power and authority to take the actions contemplated by this Agreement with respect to such Notes;

(iv) understands that is Qualified Institutional Buyer as defined in Rule 144A under the Securities Act (a “ QIB ”); it or its representative has had access to the same kind of information concerning the Company that is required by Schedule A of the Securities Act, to the extent that the Company possesses such information; has such knowledge and experience in financial and business matters that it is capable of utilizing the information that is available to it concerning the Company to evaluate the risks of investment in the Company including the risk that it could lose its entire investment in the Company; and consummating the Exchange for its own sole benefit and account for investment and not with a view to, or for resale in connection with, a public offering or distribution thereof; and

(v) understands that the shares of Common Stock will bear the restrictive legend set forth on Exhibit A to this Agreement.

ARTICLE IV
CONDITIONS PRECEDENT TO NOTEHOLDER’S OBLIGATION

The obligation of the Noteholder to exchange the Notes for the Exchange Shares is subject to the following conditions (any or all of which may be waived by the Noteholder in its sole discretion):

Section 4.1 Representations and Warranties . Each of the representations and warranties of the Company set forth in this Agreement shall be true and correct on the Closing Date.

ARTICLE V
CONDITIONS PRECEDENT TO THE COMPANY’S OBLIGATION

The obligation of the Company to exchange the Notes for the Exchange Shares with the Noteholder is subject to the following conditions (any or all of which may be waived by the Company in its sole discretion):

ARTICLE VI
CERTAIN COVENANTS AND AGREEMENTS OF THE PARTIES

Section 6.1 Further Actions . Each party shall, at the written request of the other party, at any time and from time to time following the Closing, execute and deliver to such other party all such further instruments and take all such further action as may be reasonably necessary or appropriate in order to confirm or carry out its obligations under this Agreement.

ARTICLE VII
TERMINATION

ARTICLE VIII
MISCELLANEOUS

Section 8.1 Survival of Representations . The representations, warranties and agreements in this Agreement shall terminate on the Closing Date or upon the termination of this Agreement.

Section 8.2 Entire Agreement; Assignment . This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise) except as permitted herein.

Section 8.5 Waiver of Jury Trial . Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the parties hereto (a) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (b) acknowledges that it and the other hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Section 8.5 .

Section 8.10 Amendment . This Agreement may be modified or amended only by written agreement of each of the parties to this Agreement.

if to the Company:

Turning Point Brands, Inc.

5201 Interchange Way

Louisville, Kentucky 40229

Attention: James Dobbins, Senior Vice President, General Counsel and Secretary

Email: JDobbins@Natcinc.net

with a copy to:

Milbank, Tweed, Hadley & McCloy LLP

28 Liberty Street

New York, New York 10005

Attention: David E. Zeltner, Esq.

Email: DZeltner@milbank.com

If to the Noteholder:

Standard NA Holdings I LLC

767 Fifth Avenue, 12th Floor

New York, NY 10153

Attention: Joseph Mause, CFO

Email: JMause@standgen.com

* * *

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have caused this Agreement to be executed by their respective duly authorized officers, as of the date first above written.

	TURNING POINT BRANDS, INC.

	By:	/s/ James Dobbins
	Name:	James Dobbins
	Title:	Senior Vice President, General Counsel and Secretary

	STANDARD NA HOLDINGS I LLC

	By:	/s/ Soohyung Kim
	Name:	Soohyung Kim
	Title:	Managing Partner

[Signature Page to Exchange Agreement for SG Senior Notes to Equity]

EXHIBIT A

a. AGREES FOR THE BENEFIT OF TURNING POINT BRANDS, INC. , (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN EXCEPT:

i. TO THE COMPANY OR ANY SUBSIDIARY THEREOF, OR

ii. PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR

iii. PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.

Exhibit 10.4

WARRANT PURCHASE AGREEMENT

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 ”).

W I T N E S S E T H:

WHEREAS, the Holders collectively own warrants (the “ Warrants ”) to purchase in the aggregate 11,000,000 common units (the “ Common Units ”) of Intrepid Brands, LLC, a Delaware limited liability company and indirect subsidiary of TPB (“ Intrepid ”) pursuant to that certain Warrant Agreement, dated as of January 21, 2014, by and among Intrepid and the holders of warrants thereunder (the “ Warrant Agreement ”); and

WHEREAS, TPB proposes to effect an initial public offering of its common stock (the “IPO”) pursuant to a registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “ S-1 ”); and

WHEREAS, substantially simultaneously with, but immediately following, the IPO, TPB wishes to purchase the Warrants from the Holders and the Holders wish to sell the Warrants to TPB, for the consideration and upon the terms and conditions set forth herein (the “ Warrant Purchase ”); and

WHEREAS, in accordance with Section 7.1 of the Warrant Agreement, the board of managers of Intrepid has granted its prior written approval to the transfer of Warrants contemplated hereby.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties intending to be legally bound, do hereby agree as follows:

1. Warrant Purchase . Substantially simultaneously with, but immediately following the IPO, each Holder shall irrevocably sell, transfer, convey, assign and deliver to TPB, and TPB shall purchase and accept from such Holder, all of such Holder’s right, title and interest in and to the Warrant set forth opposite such Holder’s name on Schedule 1 for the aggregate cash purchase price set forth opposite such Holder’s name on Schedule 1 (such purchase price being equal to $0.40 per Common Unit subject to such Warrant and the amount payable pursuant to Schedule 1 to any Holder in respect of such Holder’s Warrant is referred to herein as such Holder’s “ Purchase Price ”).

2. Closing . The closing of the Warrant Purchase shall occur contemporaneously with the closing of the IPO (the “ Closing ”) at the offices of Milbank, Tweed, Hadley & McCloy LLP, 28 Liberty Street, New York, New York 10005. At the Closing, TPB shall pay to each Holder such Holder’s Purchase Price by wire transfer of immediately available funds to the account designated in writing by such Holder to TPB at least three business days prior to the date of such Closing, and such Holder shall deliver to TPB at the Closing the certificate or certificates representing such Warrants together with an instrument of transfer (substantially in the form attached to the Warrant Agreement) duly endorsed in blank.

3. Representations and Warranties .

3.1 Representations and Warranties of Each Party . Each of TPB, on the one hand, and each of the Holders, on the other hand, hereby represents and warrants to the other party that:

(i) such party has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transaction contemplated hereby;

(iii) the execution, delivery and performance by such party of this Agreement and the consummation by such party of the transactions contemplated hereby do not and will not (A) conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or other order applicable to such party, (B) other than the prior written consent of the board of managers of Intrepid to the transactions contemplated hereby, require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (C) result in the creation of any encumbrance on any Warrants or (D) if such party is not a natural person, conflict with or result in a breach of or constitute a default under any provision of such party’s governing documents; and

(iv) as of the date hereof, no material litigation, action or proceeding by or against such party is pending, or to the knowledge of such party threatened in writing, which would affect the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby.

3.2 Representations and Warranties of each Holder . Each Holder hereby represents and warrants to TPB that it owns exclusively, beneficially and of record and has good, valid and marketable title to the Warrant set forth opposite such Holder’s name on Schedule 1 free and clear of any security interest, lien, claim, pledge, proxy, option, right of first refusal, agreement, voting restriction, limitation on disposition, charge, adverse claim of ownership or use or other encumbrance of any kind and has the full right, power and authority to sell, transfer and deliver such Warrant, and such Holder does not own, directly or indirectly, any warrants to purchase common units of Intrepid other than such Warrant.

4. Additional Agreements .

4.1 No Sale or Transfer of Warrants . Each Holder covenants and agrees that, between the date hereof and the Closing, such Holder shall not (a) exercise any Warrants or (b) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder (each, a “ Transfer ”), with respect to any Warrants or any securities convertible into, or exercisable, or exchangeable for, Warrants owned by him, her or it; provided, however, that the such Holder may Transfer any Warrants to any of its affiliates that agrees in writing prior to such Transfer to be bound by the obligations of the Holders under this Agreement.

4.2 General Release . In consideration of such Holder’s Purchase Price, each Holder, on behalf of himself or herself and each of his or her successors, executors, representatives, agents, estate, heirs, legatees, devisees, beneficiaries and assigns, hereby forever releases, remises, acquits, satisfies, and discharges TPB (and any successor thereto) and its affiliates, and the respective directors, officers, employees, partners, agents, advisors and representatives thereof, and the respective successors and assigns of the foregoing (each, a “ Releasee ”), from any and all manner of actions, claims, causes of action, suits, debts, dues, sums of money, accounts, reckonings, covenants, contracts, controversies, agreements, promises, damages, judgments, executions, and demands whatsoever, in law or in equity (collectively, “ Claims ”), which the undersigned ever had, now has, or which any successor or assign of the undersigned hereafter can, shall or may have, against any Releasee, for, upon or by reason of any matter, cause or thing whatsoever, known or unknown, directly or indirectly, from the beginning of the world to the closing of the IPO including, without limitation, Claims arising out of or related to any (i) breach or alleged breach of fiduciary duty and claims in tort, and (ii) the Warrants and the Warrant Agreement; except for (x) the right to receive such Holder’s Purchase Price under this Agreement, (y) the right of employees to receive accrued compensation and benefits to which they are entitled from TPB, whether by written employment or bonus agreement or otherwise, and (z) any Claims arising out of or relating to any actual fraud of a Releasee.

5. Termination . In the event the S-1 is withdrawn by TPB for any reason, this Agreement shall automatically terminate and become null and void without any further action by the parties.

6. Miscellaneous .

6.1 Further Assurances . TPB and each Holder will take such actions as may be reasonably required or desirable to carry out the provisions of this Agreement.

6.2 Successors and Assigns . This Agreement and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties hereto and the successors of TPB and the successors and permitted assigns of each Holder. Such successors and/or permitted assigns of each Holder shall be deemed to be a Holder for all purposes hereunder.

6.3 Governing Law; Jurisdiction; No Trial by Jury . This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the State of New York’s conflict of law principles to the extent such principles are not mandatorily applicable by statute and would require or permit the application of the laws of another jurisdiction. Each of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims or causes of action (whether in contract, tort or otherwise) in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.3 .

6.4 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or e-mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at their addresses as specified on the signature pages of this Agreement.

6.5 Amendments and Waivers . Except as otherwise provided herein, this Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by TPB or any Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

6.6 No Third-Party Beneficiaries . This Agreement is for the sole benefit of TPB and the Holders and their respective successors and, in the case of each Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

6.7 Severability . If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

6.8 Headings . The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.

6.9 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

6.10 Entire Agreement . This Agreement and the documents referred to herein constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof.

[ Signature page follows ]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	TURNING POINT BRANDS, INC.

	By:	James Dobbins
	Name:	James Dobbins
	Title:	Senior Vice President, General Counsel and Secretary

	Address for notice :

	Turning Point Brands, Inc. 5201 Interchange Way Louisville, Kentucky 40229 Attention: James Dobbins Telephone: (502) 778-4421 Email: jdobbins@natcinc.net

[Signature Page to Warrant Purchase Agreement]

	Helms Management Corp.

	By:	/s/ Thomas F. Helms, Jr.
	Name:	Thomas F. Helms, Jr.
	Title:	President

	Address for notice :

	Attention: Telephone: Facsimile: Email:

	Lawrence Wexler

	/s/ Lawrence Wexler
	(Signature)

	Address for notice :

	393 Carter St New Canaan CT 06840 Attention: L. Wexler Telephone: 502-439-1516 Facsimile: _____________________ Email: lwexler@tpbi.com

	Michael G. Terry

	/s/ Michael G. Terry
	(Signature)

	Address for notice :

	9501 Gerdardia Lane Prospect, KY 40059 Attention: Michael Terry Telephone: 502-681-2043 Facsimile: Email: mterry522@aol.com

	Graham A. Purdy

	/s/ Graham A. Purdy
	(Signature)

	Address for notice :

	5201 Interchange Way Louisville, KY 40229 Attention: Graham Purdy Telephone: 913-485-6393 Facsimile: Email: gpurdy@nationaltobacco.com

	James Dobbins

	/s/ James Dobbins
	(Signature)

	Address for notice :

	1006 Monmouth Avenue Durham, NC 27701 Attention: James Dobbins Telephone: 502-774-9270 Facsimile: 502-774-9223 Email: jdobbins@natcinc.net

	FORT GEORGE INVESTMENTS, LLC

	By: Corbin Capital Partners Management, LLC

	By:	/s/ Steven Carlino
	Name:	Steven Carlino
	Title:	CFO

	Address for notice :

	590 Madison Avenue 31st Floor New York, NY 10022 Attention: Telephone: Facsimile: Email:

	Standard General Focus Fund L.P.

	By:	/s/ Soohyung Kim
	Name:	Soohyung Kim
	Title:	Managing Partner

	Address for notice :

	Standard General 767 5th Ave, 12th Fl New York, NY 10153 Attention: Telephone: 212-257-4701 Facsimile: Email:

	Standard General Master Fund L.P.

	By:	/s/ Soohyung Kim
	Name:	Soohyung Kim
	Title:	Managing Partner

	Address for notice :

	Standard General 767 5th Ave, 12th Fl New York, NY 10153 Attention: Telephone: 212-257-4701 Facsimile: Email:

Schedule 1

Holder	Number of Common Units subject to Warrant	Holder’s Purchase Price ($.040 per Common Unit subject to Warrant)
Helms Management Corp.	1,984,598	$793,839.21
Lawrence Wexler	180,000	$72,000.00
Michael G. Terry	10,000	$4,000.00
Graham A. Purdy	10,000	$4,000.00
James Dobbins	5,000	$2,000.00
Fort George Investments, LLC	2,836,125.56	$1,134,450.22
Standard General Focus Fund L.P.	90,511.06	$36,204.42
Standard General Master Fund L.P.	4,491,290.89	$1,796,516.36

Exhibit 10.6

SHAREHOLDER INDEMNIFICATION AGREEMENT

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 ”).

RECITALS

A. The Company intends to effect an initial public offering (the “ IPO ”) of its common stock, pursuant to a registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission; and

B. The parties hereto recognize the possibility that claims might be made against, and liabilities incurred by, Standard General or related Persons or Affiliates under applicable securities laws or otherwise in connection with the IPO, and the parties hereto accordingly wish to provide for Standard General and related Persons and Affiliates to be indemnified in respect of any such claims and liabilities.

NOW, THEREFORE, in consideration of the foregoing premises, and the mutual agreements and covenants and provisions herein set forth, the parties hereto hereby agree as follows:

1. Definitions .

(a) “ Affiliate ” means, with respect to any Person, (i) any other Person directly or indirectly Controlling, Controlled by or under common Control with, such Person (ii) any Person directly or indirectly owning or Controlling 10% or more of any class of outstanding voting securities of such Person or (iii) any officer, director, general partner, special limited partner or trustee of any such Person described in clause (i) or (ii).

(b) “ Claim ” means (i) any threatened, asserted, pending or completed claim, demand, action, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; and (ii) any inquiry or investigation, whether made, instituted or conducted, by the Company or any other Person, including without limitation any federal, state or other governmental entity, that Indemnitee determines might lead to the institution of any such claim, demand, action, suit or proceeding. For the avoidance of doubt, the Company intends indemnity to be provided hereunder in respect of acts or failure to act prior to, on or after the date hereof.

(d) “ Company Group ” means the Company and each of its subsidiaries.

(e) “ Control ” of any Person means the power to direct the management and policies of such Person (whether through the ownership of voting securities, by contract, as trustee or executor, as general partner, or otherwise).

(f) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(g) “ Expenses ” means all attorneys’ and experts’ fees and expenses and all other costs and expenses paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in (including on appeal), any Claim.

(h) “ Indemnifiable Claim ” means, with respect to any Indemnitee, any Claim by or against such Indemnitee involving any Losses with respect to which such Indemnitee may be entitled to be indemnified by the Company under this Agreement.

(i) “ Indemnitee ” means Standard General, its Affiliates (other than any member of the Company Group), and the directors, officers, partners, members, employees, agents, advisors, consultants, representatives and controlling persons (within the meaning of the Securities Act) of each of them, in each case irrespective of the capacity in which such person acts.

(j) “ Losses ” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA excise taxes or penalties and amounts paid or payable in settlement, including without limitation all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing.

(k) “ Person ” means any individual, entity, or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act.

(l) “ Related Document ” means any agreement, certificate, instrument or other document to which any member of the Company Group may be a party or by which it or any of its properties or assets may be bound or affected from time to time relating in any way to the Offering or any of the transactions contemplated thereby, including without limitation, in each case as the same may be amended from time to time, (i) any registration statement filed by or on behalf of any member of the Company Group with the Commission in connection with the Offering, including all exhibits, financial statements and schedules appended thereto, and any submissions to the Commission in connection therewith, (ii) any prospectus, preliminary, final, free writing or otherwise, included in such registration statements or otherwise filed by or on behalf of any member of the Company Group in connection with the Offering, (iii) any private placement or offering memorandum or circular, information statement or other information or materials distributed by or on behalf of any member of the Company Group or any placement agent or underwriter in connection with the Offering, (iv) any federal, state or foreign securities law or other governmental or regulatory filings or applications made in connection with any Offering or any of the transactions contemplated thereby, (v) any dealer-manager, underwriting, subscription, purchase, stockholders, option or registration rights agreement or plan entered into or adopted by any member of the Company Group in connection with the Offering, or (vi) any quarterly, annual or current reports or other filing filed, furnished or supplementally provided by any member of the Company Group with or to the Commission or any securities exchange, including all exhibits, financial statements and schedules appended thereto, and any submission to the Commission or any securities exchange in connection therewith.

(m) “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

2. Indemnification .

(a) The Company agrees to indemnify, defend and hold harmless each Indemnitee, to the fullest extent permitted by law, from and against any and all Losses in any way resulting from, arising out of or in connection with, based upon or relating to (i) the Securities Act, the Exchange Act or any other applicable securities or other laws, in connection with the IPO, any Related Document or any of the transactions contemplated thereby, (ii) any other action or failure to act of any member of the Company Group or any of their predecessors, whether such action or failure has occurred or is yet to occur, (iii) the fact that such Indemnitee is or was a stockholder of any member of the Company Group, (iv) any breach or alleged breach by such Indemnitee of any duty imposed on a stockholder, officer or director, or (v) any transaction described in the registration statement on Form S-1 for the IPO under the heading “Certain Relationships and Transactions” to which Standard General or any Affiliate thereof is a party; provided, however, that no Indemnitee shall have a right to indemnification, advancement of expenses or exculpation from liability hereunder in respect of the Company Group’s rights or remedies under any Indemnitee’s contractual obligation to the Company Group.

(b) Without in any way limiting the foregoing Section 2(a), the Company agrees to indemnify, defend and hold harmless each Indemnitee from and against any and all Losses resulting from, arising out of or in connection with, based upon or relating to liabilities under the Securities Act, the Exchange Act or any other applicable securities or other laws, rules or regulations in connection with (i) the inaccuracy or breach of or default under any representation, warranty, covenant or agreement in any Related Document, or any allegation thereof, (ii) any untrue statement or alleged untrue statement of a material fact contained in any Related Document or (iii) any omission or alleged omission to state in any Related Document a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, the Company shall not be obligated to indemnify such Indemnitee from and against any such Losses to the extent that such Losses arise out of or are based upon an untrue statement or omission made in any Related Document in reliance upon and in conformity with written information furnished to the Company by such Indemnitee in an instrument duly executed by such Indemnitee and specifically stating that it is for use in the preparation of any Related Document.

(c) Subject to Section 2(d), without in any way limiting the foregoing, in the event that any Claim is initiated by an Indemnitee, any member of the Company Group or any other Person to enforce or interpret this Agreement, any rights of such Indemnitee to indemnification or advancement of Expenses (or related obligations of such Indemnitee) under any member of the Company Group’s certificate of incorporation or bylaws or other similar organizational document (collectively, the “ Constituent Documents ”), any other agreement to which Indemnitee and any member of the Company Group are party, any vote of directors of any member of the Company Group, the Delaware General Corporation Law or any other applicable law or any liability insurance policy, the Company shall indemnify such Indemnitee against all Expenses incurred by such Indemnitee or on such Indemnitee’s behalf in connection with such Claim, whether or not such Indemnitee is successful in such Claim, except to the extent that the Person presiding over such Claim determines that material assertions made by such Indemnitee in such proceeding were in bad faith or were frivolous.

(d) Notwithstanding the foregoing, indemnification shall not be available to the extent that it is finally determined by a court, in a final judgment from which no further appeal may be taken, that such Losses arises out of, or is primarily based upon, the gross negligence or willful misconduct of the Indemnitee.

(e) Notwithstanding anything in this Section 2 to the contrary, it is understood and agreed that nothing in this Agreement is intended to provide for indemnification in respect of taxes imposed on the basis of income of an Indemnitee.

3. Contribution .

(a) If for any reason the indemnity specifically provided for in Section 2 is unavailable or is insufficient to hold harmless any Indemnitee from any Losses covered by such indemnity, then the Company, shall contribute to the amount paid or payable by such Indemnitee as a result of such Losses in such proportion as is appropriate to reflect (i) the relative fault of each of the members of the Company Group, on the one hand, and such Indemnitee, on the other, in connection with the state of facts giving rise to such Losses, (ii) the relative benefits received by the members of the Company Group, on the one hand, and such Indemnitee, on the other, from the IPO or other circumstances giving rise to such Losses and (iii) if required by applicable law, any other relevant equitable considerations.

(b) For purposes of Section 3(a), the relative fault of each member of the Company Group, on the one hand, and of an Indemnitee, on the other, shall be determined by reference to, among other things, (i) their respective relative intent, knowledge, access to information and opportunity to correct the state of facts giving rise to such Losses, (ii) in the case of Section 2(b), whether the information whose inclusion in or omission from any Related Document resulted in the actual or alleged inaccuracy or breach of or default under any representation, warranty, covenant or agreement therein, or which is or is alleged to be untrue, required to be stated therein or necessary to make the statements therein not misleading, was supplied or should have been supplied by the members of the Company Group, on the one hand, or by such Indemnitee, on the other, and (iii) applicable law, and the relative benefits received by each member of the Company Group, on the one hand, and an Indemnitee, on the other, shall be determined by weighing the direct monetary proceeds to the Company Group, on the one hand, and such Indemnitee, on the other, from the IPO or other circumstances giving rise to such Losses.

(c) The parties hereto acknowledge and agree that it would not be just and equitable if the Company’s contributions pursuant to Section 3 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in such Section. No Indemnitee shall be entitled to contribution from the Company with respect to any Losses covered by the indemnity specifically provided for in Section 2(b) in the event that such Indemnitee is finally determined to be guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such Losses and the Company is not guilty of such fraudulent misrepresentation.

4. Indemnification Procedures .

(a) To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Loss, Indemnitee shall submit to the Company a written request therefor, including a brief description (based upon information then available to Indemnitee) of such Indemnifiable Claim or Loss. The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Loss shall not relieve the Company from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Loss and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage. The Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume or lead the defense thereof with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee determines, after consultation with counsel selected by Indemnitee, that (i) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (ii) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company or (iii) Indemnitee has interests in the claim or underlying subject matter that are different from or in addition to those of other Persons against whom the Indemnifiable Claim has been made or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim for all indemnitees in Indemnitee’s circumstances) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim.

(b) Indemnitee shall have the right to advancement by the Company prior to the final disposition of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee and as to which Indemnitee’s counsel provides supporting documentation. Without limiting the generality or effect of the foregoing, within 20 days after any request by Indemnitee that is accompanied by supporting documentation for specific Expenses to be reimbursed or advanced, the Company shall, in accordance with such request (but without duplication), (i) pay such Expenses on behalf of Indemnitee, (ii) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (iii) reimburse Indemnitee for such Expenses; provided that Indemnitee shall repay, without interest any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. In connection with any such payment, advancement or reimbursement, at the request of the Company, Indemnitee shall execute and deliver to the Company an undertaking, which need not be secured and shall be accepted without reference to Indemnitee’s ability to repay the Expenses, by or on behalf of the Indemnitee, to repay any amounts paid, advanced or reimbursed by the Company in respect of Expenses relating to, arising out of or resulting from any Indemnifiable Claim in respect of which it shall have been determined, following the final disposition of such Claim that Indemnitee is not entitled to indemnification hereunder.

(c) Presumptions; Burden and Standard of Proof . In connection with any determination regarding the entitlement of any Indemnitee to be indemnified, or any review of any such determination, by any Person:

(i) It shall be a presumption that such Indemnitee has met any applicable standard of conduct and that indemnification of such Indemnitee is proper in the circumstances.

(ii) The burden of proof shall be on the Company to overcome the presumption set forth in the preceding clause (i), and such presumption shall only be overcome only by the Company adducing clear and convincing evidence to the contrary.

(iii) The termination of any Claim by judgment, order, finding, award, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that indemnification is not proper or that an Indemnitee did not meet any applicable standard of conduct or that a court has determined that indemnification is not permitted by this Agreement or otherwise.

5. Certain Covenants . The rights of each Indemnitee to be indemnified under any other agreement, document, certificate or instrument, by-laws or other organizational agreement or instrument, insurance policy or applicable law (collectively, “ Other Indemnity Provisions ”) are independent of and in addition to any rights of such Indemnitee to be indemnified under this Agreement, provided that to the extent that an Indemnitee is entitled to be indemnified by the Company under this Agreement and by any other Indemnitee under any other agreement, document, certificate, by-law or other organizational agreement or instrument, or by any insurer under a policy maintained by any other Indemnitee, the obligations of the Company hereunder shall be primary, and the obligations of such other Indemnitee or insurer secondary, and the Company shall not be entitled to contribution or indemnification from or subrogation against such other Indemnitee or insurer. Notwithstanding the foregoing, any Indemnitee may choose to seek indemnification from any potential source of indemnification regardless of whether such indemnitor is primary or secondary. An Indemnitee’s election to seek advancement of indemnified sums from any secondary indemnifying party will not limit the right of such Indemnitee, or any secondary indemnitor proceeding under subrogation rights or otherwise, from seeking indemnification from the Company to the extent that the obligations of the Company are primary, and the Company agrees to indemnify each Indemnitee from and against, and to pay to each Indemnitee, any amount paid or reimbursed by such Indemnitee to or on behalf of another indemnitee, pursuant to indemnification arrangements or otherwise, in respect of the Losses referred to in Section 2. The rights of each Indemnitee and the obligations of the Company hereunder shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnitee. Following the Offering, each member of the Company Group, and each of their corporate successors, shall implement and maintain in full force and effect any and all corporate charter and by-law (or similar organizational document or instrument) provisions that may be necessary or appropriate to enable it to carry out its obligations hereunder to the fullest extent permitted by applicable law, including without limitation a provision of its certificate of incorporation (or comparable organizational document under its jurisdiction of incorporation) eliminating liability of a director for breach of fiduciary duty to the fullest extent permitted by applicable law, as amended from time to time. The Company shall not seek or agree to any order of any court or other governmental authority that would prohibit or otherwise interfere, and shall not take or fail to take any other action if such action or failure would reasonably be expected to have the effect of prohibiting or otherwise interfering, with the performance of the Company’s indemnification, advancement or other obligations under this Agreement.

6. No Duplication of Payments . The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise in respect of such Losses otherwise indemnifiable hereunder.

7. Notices . For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder must be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile or other electronic transmission (with receipt thereof orally confirmed), or one business day after having been sent for next day delivery by a nationally recognized overnight courier service as follows:

(a) If to the Company, to:

Turning Point Brands, Inc.
5201 Interchange Way
Louisville, Kentucky 40229
Attention: James Dobbins
Facsimile: (●)
Email: jdobbins@natcinc.net

with a copy to (which shall not constitute notice):

Milbank, Tweed, Hadley & McCloy LLP
28 Liberty Street
New York, New York 10005
Attention: David Zeltner
Facsimile: (212) 822-5003
Email: dzeltner@milbank.com

(b) If to Standard General, to:

or to such other address as either party may have furnished to the other in writing and in accordance herewith, except that notices of changes of address will be effective only upon receipt.

8. Governing Law . The validity, interpretation, construction and performance of this Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the Chancery Court of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement, waive all procedural objections to suit in that jurisdiction, including without limitation objections as to venue or inconvenience, agree that service in any such action may be made by notice given in accordance with Section 7 and also agree that any action instituted under this Agreement shall be brought only in the Chancery Court of the State of Delaware.

9. Severability . If any provision of this Agreement or the application of any provision hereof to any Person or circumstance is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other Person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative body shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by the immediately preceding sentence, the parties thereto shall take all such action as may be necessary or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal.

10. Successors; Binding Effect . The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of each party hereto and its successors and permitted assigns, and each other Indemnitee, but neither this Agreement nor any right, interest or obligation hereunder shall be assigned, by the Company without the prior written consent of Standard General. Insofar as any Indemnitee transfers all or substantially all of its assets to a third party, such third party shall thereupon be deemed an additional Indemnitee for all purposes of this Agreement, with the same effect as if it were a signatory to this Agreement in such capacity.

11. Miscellaneous . No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by such Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement. This Agreement constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter of this Agreement. Any prior agreements or understandings between the parties hereto with respect to indemnification are hereby terminated and of no further force or effect. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together shall constitute one and the same agreement.

12. Certain Interpretive Matters . Unless the context of this Agreement otherwise requires, (a) “it” or “its” or words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number, respectively, (c) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, (d) the terms “Article,” “Section,” “Annex” or “Exhibit” refer to the specified Article, Section, Annex or Exhibit of or to this Agreement, (e) the terms “include,” “includes” and “including” will be deemed to be followed by the words “without limitation” (whether or not so expressed), and (f) the word “or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless business days are specified and whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period or date will be extended until the immediately following business day. As used herein, “business day” means any day other than Saturday, Sunday or a United States federal holiday.

[ SIGNATURES ON NEXT PAGE ]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their authorized representatives as of the date first above written.

	TURNING POINT BRANDS, INC.

	By:	/s/ James Dobbins
		Name: James Dobbins
		Title: Senior Vice President, General Counsel and Secretary

	STANDARD GENERAL MASTER FUND L.P.

	By:	/s/ Soohyung Kim
		Name: Soohyung Kim
		Title: Managing Partner

[Signature Page to Shareholder Indemnification Agreement]

Exhibit 10.8

AMENDMENT NO.1 TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

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 ”).

W I T N E S S E T H

WHEREAS, TPB intends to effect an initial public offering (the “ IPO ”) of its common stock, pursuant to a registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission; and

WHEREAS, in furtherance of the IPO, TPB, NATC and the Executive wish to amend the Employment Agreement to provide for certain payments to the Executive and to provide for the termination of the Employment Agreement immediately prior to the closing of the IPO (the “ Closing ”) but contingent upon the Closing.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements hereinafter contained, the Employment Agreement is hereby amended as follows:

Payment . Following the Closing, TPB shall pay (or cause a subsidiary of TPB to pay) to the Executive the aggregate amount of $596,625 as follows: (i) $298,312.50 within three business days after the Closing and (ii) $298,312.50 on the three month anniversary of the Closing, in each case, less such deductions or amounts to be withheld as shall be required by applicable law.

Termination . Immediately prior to the Closing, but contingent on the Closing, the Employment Agreement and the Executive’s employment with TPB and its subsidiaries shall terminate and none of TPB, NATC or the Executive shall have any further rights, obligations or duties under the Employment Agreement (other than any rights the Executive has thereunder to indemnification by TPB and/or NATC, which shall survive termination of the Employment Agreement).

Amendment . This Amendment shall not be altered, modified or changed except by an amendment approved in writing by each of TPB, NATC and the Executive.

Counterparts This Amendment may be executed in several counterparts, all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties have not signed the same counterpart.

Effect of Amendment . Except as amended by this Amendment, the Employment Agreement remains in full force and effect in accordance with its terms.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 1 as of the date first written above.

	TURNING POINT BRANDS, INC.

	By:	/s/ James Dobbins
		Name: James Dobbins
		Title: Senior Vice President, General Counsel and Secretary

	NORTH ATLANTIC TRADING COMPANY, INC.

	By:	/s/ James Dobbins
		Name: James Dobbins
		Title: Senior Vice President, General Counsel and Secretary

	By:	/s/ Thomas F. Helms, Jr.
		Name: Thomas F. Helms, Jr.

[Signature Page to Amendment No.1 to

Amended and Restated Employment Agreement]

Exhibit 10.9

Turning Point Brands, Inc.

5201 Interchange Way

Louisville, KY 40229

November 23, 2015

Dear Mr. Wexler:

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 before July 1, 2016, then this Agreement shall be void, and the Prior Agreement shall remain in full force and effect in accordance with its terms.

Position : Unless and until changed by the Company, your job position and title will be President and Chief Executive Officer of the Company, reporting to the Board of Directors of Turning Point (the “ Board ”). The Company will also nominate you for election to serve as member of the Board at all relevant times during the Term (as defined below).

Duration of Employment : You will continue to be employed by the Company for an initial term of one year, commencing on the Effective Date and ending on the one-year anniversary of the Effective Date (the “ Initial Term ”), and your employment period will be automatically renewed at the expiration of the Initial Term, or upon the applicable anniversary thereof, whichever applicable, unless either you or the Company provides the other with a written notice of non-renewal at least 60 days prior to the applicable expiration date (the Initial Term and any renewal period(s) together, the “ Term ”).

Location of Employment : You will continue to be employed by the Company based out of Darien, Connecticut. You understand that, notwithstanding your primary location of employment, you shall be expected to be at the Company’s headquarters in Louisville, Kentucky as necessary to perform the responsibilities of your Position.

Salary : Your annual base compensation (“ Salary ”) will be $722,925.06 per calendar year, unless adjusted by the Board in its sole discretion. Salary will be disbursed in periodic installments throughout the year in accordance with the Company’s regular payroll cycle and policies.

Annual Bonus : You may be eligible to earn an annual bonus of up to 100% of your Salary pursuant to the terms and conditions of the Company’s annual bonus award program as may be in effect from time to time. Eligibility for any annual bonus will be based on your achievement of designated performance metrics as set forth in the Company’s annual bonus award program. Such eligibility and the amount, if any, of the annual bonus shall be determined by the Board in its sole discretion.

Compensation Review : The Board intends to review your compensation on an annual basis, with the first such review to occur in or around March 2017.

Annual Paid Vacation Allowance : Four weeks, subject to the terms and conditions herein and in the Company’s vacation policies as in effect from time to time.

Severance Benefits Period : A period of 12 months following a termination of your employment with the Company and its subsidiaries by the Company without Cause or resignation of your employment with the Company and its subsidiaries by you for Good Reason, other than in the event of a Change of Control or if such severance occurs within 12 months after the Effective Date. If you resign for Good Reason or are terminated by the Company without Cause within one year following a Change of Control or within 12 months following the Effective Date, the Severance Benefits Period shall be a period of 24 months following such termination of employment.

Restricted Period : The Term plus an additional 12 months following any Separation, unless such Separation triggers a Severance Benefit Period of 24 months, in which case the Restricted Period shall continue for 24 months following the Term.

Stock Incentives : If you are eligible for stock incentives, separate plan documents will be provided to you. Such plan may be authorized, amended or discontinued by the Board in its sole discretion. Unless specifically provided for in this Agreement, nothing in this Agreement shall have any effect on any existing agreements regarding the Company’s equity incentive programs in which you participate, have participated or are eligible to participate, including without limitation restricted stock, options, common stock, or any other equity instrument (“ Equity Incentive Programs ”).

Additional Benefits : You will remain entitled to participate in the medical, dental and 401(k) savings benefit plans offered to the Company’s employees pursuant to the terms and conditions of each such benefit plan in effect from time to time, which may be authorized, amended or discontinued by the Company in its sole discretion. The Company will provide a description of the group benefit programs and enrollment forms.

Additional Terms and Conditions

1. Your Representations : You represent that you are eligible to accept and continue employment, and that you have not previously been, are not currently and will not be subject to any agreement or obligation which would bar or limit your ability to perform your duties and responsibilities with the Company. You also represent that all information you have submitted to the Company as part of any application process and your prior employment with the Company, including without limitation your resume, application for employment and employment records, is true and complete.

2. Duties and Responsibilities : You will be responsible for carrying out all duties and responsibilities associated with your Position, as set forth in a separate Job Description or similarly styled document provided to you, and as otherwise directed by the Company, which may include travel as necessary consistent with your prior employment with the Company. Additional responsibilities and necessary travel may be added, or your Position changed, at the Board’s sole discretion, from time to time, without written modification of this Agreement. You will be subject to, and agree to abide by, such rules, policies and procedures as the Company maintains (including, but not limited to, the Turning Point Brands, Inc. Code of Business Conduct and Ethics (as amended from time to time, the “ Code of Conduct and Ethics ”)) or may from time to time establish with respect to executives, employees in general, standard operating procedures, business operations, etc.

3. Use of Vacation : Your Annual Paid Vacation Allowance may be used at any time, subject to the Company’s policies regarding vacations. Vacation days will not carry over from one year to the next, and no compensation will be paid for unused vacation (except as may be required by law upon separation from employment).

4. Separation from Employment : You will, upon separation from employment with the Company and its subsidiaries for any reason (such as termination, resignation, death or disability) (each, a “ Separation ”), receive such salary and other benefits as have accrued as of the date and time of Separation, and as may otherwise be required by law, as well as such Salary, bonuses and benefits as may be due and owing under this Agreement. Notwithstanding the forgoing, in the event that the Company determines in good faith that your Separation is not considered a “separation from service” under Treasury Regulation § 1.409A-1(h) because (a) you have not separated but have changed status to a part time employee, consultant or independent contractor performing more than 20% of the average level of bona fide services (whether as an employee, consultant or independent contractor) you performed over the immediately preceding 36-month period, or (b) you are continuing employment with another entity that is considered a single entity with the Company (“ Employer Group ”) under Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “ Code ”), any Severance Benefits to which you may be entitled under other provisions of this Agreement shall begin immediately when your status changes such that the Company determines that you have “separated from service” under Treasury Regulation § 1.409A-1(h). For this purpose, service performed as an employee or as an independent contractor is counted, except that service as a member of the board of directors of a member of the Employer Group is not counted unless termination benefits under this Agreement are aggregated for purposes of Section 409A of the Code with benefits under any other Employer Group plan or agreement in which you also participate as a director.

Notwithstanding any provisions of this Agreement to the contrary, if you are a “specified employee” (within the meaning of Section 409A of the Code and determined pursuant to procedures adopted by the Company) at the time of your separation from service and if any portion of the payments or benefits to be received by you upon separation from service would be considered deferred compensation under Section 409A of the Code, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following your separation from service shall instead be paid or made available, with interest at the Wall Street Journal prime rate as of the date of separation from service, on the earlier of (i) the first business day of the seventh month following the date of your separation from service or (ii) your death.

4.1 Resignation : You may resign at any time for any reason. In such event, the Company may, in the Board’s sole discretion, choose to relieve you of your duties prior to the expiration of the notice period and pay you two weeks’ compensation or your notice period, whichever is shorter. If you resign (other than for Good Reason), you shall not be entitled to receive the Severance Benefits. If you resign for Good Reason, you shall be entitled to receive all Severance Benefits, provided that you have executed and delivered a Release and Severance Agreement in the form of Exhibit A attached hereto (as may be modified by the Company due to subsequent changes in the law), and all applicable revocation periods relating to the release expire, within 55 days following the date of such termination of employment.

4.2 Good Reason : As used herein, the term “ Good Reason ” means any of the following without your consent: (i) a material diminution in your duties, position, authorities or responsibilities; (ii) the failure by the Company to pay or provide to you, within 30 days after receipt of a written demand therefor, any material amount of compensation or expense reimbursement or any benefit which is due, owing and payable pursuant to the terms hereof or of any applicable plan, program, arrangement or policy; (iii) a reduction in your Salary, other than a reduction generally applicable to similarly situated executives of the Company; (iv) a material reduction in your employee benefits, other than a reduction generally applicable to similarly situated executives of the Company; (v) the breach in any material respect by the Company of any of its other obligations or agreements set forth herein; (vi) the Company requires you to be based at any office or location more than 50 miles from the Location of Employment, or (vii) the Company gives notice that it does not wish to renew this Agreement upon expiration of the Term. A termination for Good Reason shall not occur unless: (x) you provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason within 90 days after the first occurrence of such circumstances, (y) the Company fails to cure such Good Reason event(s) within 30 days following receipt of such notice to cure such circumstances in all material respects, and (z) following the Company’s failure to cure during the 30 day cure period, you terminate employment no later than 90 days after the expiration of such period.

4.3 Change of Control : As used herein, the term “ Change of Control ” shall mean:

(a) any sale, lease, exchange or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of Turning Point, other than a transaction or series of transactions in which the transferee is controlled by the Management Group;

(b) a majority of the Board shall consist of Persons who are not Continuing Directors, as the case may be; or

(c) (i) any Person or group of related Persons (other than the Management Group), for purposes of Section 13(d) of the Exchange Act, becomes the beneficial owner of the power, directly or indirectly, to vote or direct the voting of securities having more than fifty percent (50%) of the ordinary voting power for the election of directors of Turning Point or (ii) any Person, together with its Affiliates, becomes the owner, directly or indirectly, of more than sixty-six and two-thirds percent (66 2/3%) of the economic interests of Turning Point.

For the avoidance of doubt, the consummation of the transactions contemplated in connection with the IPO will not constitute a Change of Control.

“ Affiliate ” shall mean, with respect to a Person, any entity (i) that, directly or indirectly, is controlled by, controls or is under common control with, the Person or (ii) in which the Person has a significant equity interest.

“ Continuing Director ” means, as of any date of determination, any Person who (a) was a member of the Board on the Effective Date or (b) was nominated for election or elected to the Board with the affirmative vote of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election (other than as a result of any actual or threatened proxy contest).

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Management Group ” shall mean one or more of the members of the senior executive management of Turning Point on the Effective Date.

“ Person ” shall mean any individual, corporation, partnership, association, limited liability company, joint-stock company, trust, unincorporated organization, government, political subdivision or other entity.

4.4 Death or Disability : The employment relationship will be severed, and this Agreement terminated, upon your death or disability. For purposes of this Agreement, you will be considered “ disabled ” if you are so considered under any applicable disability insurance policy maintained by the Company, or if no such disability insurance policy is in effect, on the date that a physician mutually agreed to by the parties determines that you are or will be unable by reason of illness, accident or other physical or mental condition to perform your duties for a continuous period of 120 days, or for a period of more than 120 days in any 12 month period, and that there is no objectively reasonable accommodation that would allow you to perform your duties.

In the event of the termination of your employment due to death or disability, notwithstanding anything to the contrary in this Agreement, the Company will pay a lump sum payment to you in amount equal to the cost of COBRA coverage for continued medical coverage for you (except in the event of death) and your dependents for six months, payable on the 60 ^th day following the date of such termination of employment. Moreover, you may be eligible for disability benefits under the Company’s disability benefits plan in accordance with the terms of such plan, if any, in effect at such time.

4.5 Termination Without Cause : The Company may terminate this Agreement and your employment hereunder without your consent, for no stated reason, or for a stated reason but without Cause, with or without notice. If you are terminated by the Company without Cause (as defined below), you shall be entitled to receive the Severance Benefits, provided that you have executed and delivered a Release and Severance Agreement in the form of Exhibit A attached hereto (as may be modified by the Company due to subsequent changes in law), and all applicable revocation periods relating to the release expire, within 55 days following the date of such Separation.

4.6 Termination for Cause : Your employment with the Company may be terminated by the Company, and without your consent, for Cause at any time, with or without notice. You shall not be entitled to receive the Severance Benefits if you are terminated for, or later are determined to have failed to comply with this Agreement for, any one or more of the following reasons (“ Cause ”):

Your failure to render required or expected services in accordance with your Job Description or Position after being provided at least 10 days’ prior written notice of your failure to render such services;

You are in breach of any of the terms and conditions of this Agreement, if not cured within 10 days after written notice thereof;

Insubordination, consisting of your continued failure to take specific action that is material to the operation of the Company and within your individual control and consistent with your Position, duties and responsibilities, after being provided at least 10 days’ prior written notice of your failure to take for such action, provided that you have not, in good faith, objected to such action as either a breach of your fiduciary duties, or on legal grounds;

Your material breach of any other agreement between you and the Employer Group if not cured within 10 days after written notice thereof, or any material violation of any rule, policy, procedure or other requirement of the Company;

Your commission of an act of fraud, embezzlement or similar dishonest act against any member of the Employer Group or any customer, client or business associate of any member of the Employer Group;

Your conviction for any felony or crime of dishonesty (as determined by a court of competent jurisdiction, and which is not subject to further appeal);

Any egregious or unwarranted conduct by you that materially discredits any member of the Employer Group or is materially detrimental to the reputation or standing of any member of the Employer Group; or

Willful misconduct that is demonstrably deliberate on your part, or gross negligence.

5. Severance Benefits : The Severance Benefits payable in certain Separation circumstances as provided herein shall consist of all of the following:

5.1 Severance Compensation : Continuation of your then current Salary (or, in the case of a Good Reason termination due to a reduction in Salary, at the Salary in effect immediately prior to such reduction) during the Severance Benefits Period (“ Severance Pay ”). Any Severance Pay will be paid to you incrementally, in accordance with the Company’s regular payroll cycle, with the first such payment beginning on the 60 ^th day following your Separation, and the first such payment will include all accrued amounts during the 60-day period from your Separation date until the 60 ^th day following your Separation date. You will also receive a severance bonus equal to the average of the annual cash bonuses received by you for the 24 months prior to your Separation (“ Severance Bonus ”). In the event of the termination of your employment by the Company without Cause or resignation by you for Good Reason within one year following a Change of Control or within 12 months following the Effective Date, your Severance Bonus shall instead be equal to two times the average of the annual cash bonuses received by you for the 24 months prior to your Separation. Any Severance Bonus will be paid in two equal installments – the first installment on the later of (i) when all other Company annual bonuses, if awarded, are next paid, or, if not awarded, when such bonuses would have next been paid in April of the year following the year of services, and (ii) the 60 ^th day following your Separation, and the second installment at the end of the Restricted Period. Severance Pay and Severance Bonus payment timing shall also be subject to the “specified employee” delay in paragraph 4 above for any portion of such amounts that are subject to Section 409A of the Code. Normal payroll taxes and deductions will be withheld from any Severance Pay and Severance Bonus payments.

5.2 Health Benefits Stipend and Access : The Company will pay a lump sum payment to you in amount equal to the cost of COBRA coverage for continued medical coverage for you and your dependents for 12 months, payable on the 60 ^th day following the date of your Separation, and, to the extent determined by the Company to be permitted by the applicable plans and applicable laws (without the imposition of any excise taxes or other penalties), allow you access to group health coverage at the COBRA premium rate payable by you on an after-tax basis, during the Severance Benefit Period, plus the period of actual COBRA coverage to begin at the end of the Severance Benefit Period.

5.3 Other Additional Benefits : All additional benefits and stock incentive rights (if any) will cease and expire upon Separation, unless otherwise provided in this Agreement or by the separate written terms of those benefits.

5.4 280G Cap : Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by you (including any payment or benefit received in connection with a Change of Control or the termination of your employment related to such a Change of Control, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “ Total Payments ”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “ Excise Tax ”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income and employment taxes on such Total Payments and the amount of Excise Tax to which you would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation § 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation § 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24), will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation § 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation § 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24), will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata. Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payment and payments and benefits due in respect of any equity not subject to Section 409A of the Code, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A of the Code as deferred compensation.

For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which you shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of a nationally recognized tax counsel (“ Tax Counsel ”) selected by the Company and reasonably acceptable to you and the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “ Auditor ”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

At the time that payments are made under this Agreement, the Company will provide you with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations, including but not limited to, any opinions or other advice the Company received from Tax Counsel, the Auditor, or other advisors or consultants (and any such opinions or advice which are in writing will be attached to the statement). If you object to the Company’s calculations, the Company will pay to you such portion of the Total Payments (up to 100% thereof) as you determine is necessary to result in the proper application of this subsection. All determinations required by this subsection (or requested by either you or the Company in connection with this subsection) will be at the expense of the Company. The fact that your right to payments or benefits may be reduced by reason of the limitations contained in this subsection will not of itself limit or otherwise affect any other rights you have under this Agreement.

If you receive reduced payments and benefits by reason of this subsection and it is established pursuant to a determination of a court of competent jurisdiction which is not subject to review or as to which the time to appeal has expired, or pursuant to an Internal Revenue Service proceeding, that you could have received a greater amount without resulting in any Excise Tax, then the Company shall thereafter pay you the aggregate additional amount which could have been paid without resulting in any Excise Tax as soon as reasonably practicable.

5.5 Resignations . Following the termination of your employment for any reason, if and to the extent requested by the Board, you hereby agree to resign from the Board, all fiduciary positions (including as trustee) and all other offices and positions you hold as of the date of such termination; provided, however, that if you fail to tender your resignation after the Board has made such request, then you will be deemed to have resigned from such offices and positions.

6. Indemnification : The Company shall, to the fullest extent to which it is empowered to do so by applicable law, defend, indemnify and hold you harmless from and against all claims, demands, lawsuits, liabilities, losses, damages, penalties, fines, costs and expense (including, but not limited to, reasonable related attorneys’ fees) arising from any actual, threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise, to which you are or are threatened to be made a party by reason of your services as an officer and/or director of the Company.

7. Non-Disclosure; Non-Use : You agree not to disclose, give, sell or otherwise divulge the “ Confidential Information ” (as defined in the Code of Conduct and Ethics) to any other person or entity at any time without the Company’s prior written consent. You further agree not to (i) use any of the Confidential Information for your own account for or for the account of any other person or entity or (ii) use or retain, without the Company’s prior written consent, any figures, calculations, letters, papers, drawings, computer printouts, computer discs or tapes, or copies thereof or other Confidential Information of any type or description pertaining to the Company, except in furtherance of the Company’s interests.

You further agree that, upon your Separation, that you will (i) return physical copies of the Company’s information and Confidential Information in your possession, under your control or removed from the Company’s premises by you or under your direction, (ii) destroy all electronic copies of the Company’s information and Confidential Information in your possession, under your control or which was copied or removed from the Company’s premises or equipment by you or under your direction and (iii) return all Company property in your possession or under your control, including without limitation the following: Company computers, Blackberry or other mobile devices, cellular telephones, Company automobiles and keys and access cards to Company property.

In the event that you are legally compelled by regulatory or legal process to disclose the Confidential Information, the foregoing confidentiality obligations shall not apply to you with respect to such information, provided that you have given the Company prompt prior written notice of such compulsion, cooperate with the Company in connection with any of its efforts to prevent or limit the scope of such disclosure and, following completion of such efforts, you only disclose such information as required under such regulatory or legal process then applicable to you.

Nothing in this paragraph 7, or in the remainder of this Agreement, shall prohibit you from filing a charge with the U.S. Equal Employment Opportunity Commission or any similar state or local fair employment practices agency, or from talking to or cooperating with the U.S. Equal Employment Opportunity Commission or any similar state or local fair employment practices agency, and no notice to the Company is required under these circumstances.

8. Non-Competition : You acknowledge and agree that, during the course of employment with the Company, you may: (i) receive significant training in, and generate and use, the Company’s good will and experience; (ii) be exposed to confidential aspects of the Company’s business and have access to and became familiar with Confidential Information, and (iii) perform services for the Company that are special, unique, extraordinary and intellectual in character—none of which is commonly known or readily accessible to the public and any of which place or placed you in a position of confidence and trust with the customers, potential customers, vendors, employees of the Company and other persons, the loss of which cannot adequately be compensated by damages in an action at law.

You acknowledge and agree that the Company desires to enter into this Agreement to, in part, protect the Company’s vital interest in maintaining its Confidential Information, protect the Company’s investment in your training and development, protect the Company’s business and good will, and avoid Competition (as defined below) with you or any other person or entity with which you are employed or affiliated for a time certain following your Separation. For purposes of this Agreement, “ Competition ” means engaging in, aiding, assisting, owning, or controlling (whether as a shareholder, principal, partner, employee, trustee, officer, director agent, independent contractor, or otherwise) any interest greater than two percent (2%) in any firm, corporation, business, or other entity which is (or with any other person(s) who are) engaged in competition with the Company in any line of business which, at the time of your Separation (or within three months following your Separation), comprised fifteen percent (15%) or more of the Company’s gross sales revenues.

For purposes of this Agreement, the “ Restricted Area ” shall be the entire United States of America.

You agree that, during the Restricted Period, you will not, directly or indirectly, alone or with others, engage in Competition with the Company, its successors or assigns or any purchaser of all or substantially all of Company’s assets within your Restricted Area.

You acknowledge having carefully read and considered the non-competition provisions of this Agreement and, having done so, agree that the covenants and restrictions contained herein are, taken as a whole, fair and reasonable in their duration, geographic scope and scope of restricted activities, do not unduly restrict your ability to obtain or maintain a livelihood and are necessary to protect the Company’s good will, trade secrets, Confidential Information and business interests. You expressly agree not to raise any issue disputing the reasonableness of the: (i) geographic scope, (ii) type of employment or line of business or (iii) duration of any such covenants in any proceeding to enforce such covenants and restrictions.

9. No Solicitation, No Interference and No Hire Covenants : You agree that, during the Restricted Period, you will not, directly or indirectly: (i) solicit or encourage any employee or other service provider of the Company or its subsidiaries to leave such employment or service; (ii) interfere with the relationship between the Company and any of its employees or service providers; or (iii) hire any person who, within the six (6) month period preceding such hiring, was employed by, or providing services to, the Company or its subsidiaries.

10. Mutual Nondisparagement : You agree that following the termination of your employment for any reason, you shall not publicly make any negative, disparaging, detrimental or derogatory remarks or statements (written, oral, telephonic, electronic, or by any other method) about the Company or its subsidiaries or any of their respective owners, partners, managers, directors, officers, employees or agents, including, without limitation, any remarks or statements that could be reasonably expected to adversely affect in a material manner (i) the conduct of the Company’s or its subsidiaries’ businesses or (ii) the business reputation or relationships of the Company or its subsidiaries and/or any of their past or present officers, directors, agents, employees, attorneys, successors and assigns, in each case, except to the extent required by law or legal process. Similarly, following termination of your employment for any reason, neither the Company’s officers in their official capacity, nor the members of the Board, shall make any such statements about you.

Nothing in this paragraph 10, or in the remainder of this Agreement, shall prohibit you from filing a charge with the U.S. Equal Employment Opportunity Commission or any similar state or local fair employment practices agency, or from talking to or cooperating with the U.S. Equal Employment Opportunity Commission or any similar state or local fair employment practices agency, and no notice to the Company is required under these circumstances.

11. Intellectual Property : You agree that all patentable inventions, discoveries, and trade secrets, whether or not patented, and whether or not reduced to practice, and all copyright interests that are or have been conceived or developed during your employment with the Company, either alone or jointly with others, if on the Company’s time, using the Company’s facilities, specifically relating to the Company, or to the Company’s business are done as “works made for hire” for the Company, and you hereby assign to the Company all right, title, and interest in all such intellectual property. You agree that the Company shall be the sole owner of all domestic and foreign patents, trademarks, trade names, service marks, domain names and other rights pertaining thereto related to such intellectual property, and further agree to execute all documents consistent therewith that the Company reasonably determines to be necessary or convenient for use in applying for, prosecuting, perfecting, or enforcing patents or other intellectual property rights, including the execution of any assignments, patent applications, or other documents that the Company may reasonably request. Upon your failure to do so within 10 business days following the Company’s written request, you hereby irrevocably appoint the Company as your true and lawful attorney-in-fact with full power of delegation and substitution to execute, deliver, file and record, and on your behalf and in the Company’s name, such documents consistent with this Agreement. This provision is intended to apply only to the extent permitted by applicable law.

12. Arbitration : Any dispute, claim or controversy arising out of or relating to this Agreement, including without limitation any dispute, claim or controversy concerning validity, enforceability, breach or termination hereof), shall be finally settled through arbitration under the rules of the American Arbitration Association for arbitration of employment disputes, such arbitration to be conducted in Jefferson County, Kentucky. Each party will be entitled to present evidence and argument to the arbitrator(s). The arbitrator(s) will have the right only to interpret and apply the provisions of this Agreement and may not change any of its provisions, except as expressly provided herein. The arbitrator(s) will permit reasonable pre-hearing discovery of facts, to the extent necessary to establish a claim or a defense to a claim, subject to supervision by the arbitrator(s). In addition, the Company shall propose a reasonable set of rules to guide any such arbitration proceedings. Such rules shall be designed to lead to a prompt and just result without undue delay or expense, but will not be unduly prejudicial to either party. The determination of the arbitrator(s) will be conclusive and binding upon the parties and judgment upon the same may be entered in any court having jurisdiction thereof. The arbitrator(s) will give written notice to the parties stating the arbitrator’s determination, and will furnish to each party a signed copy of such determination. The expenses of arbitration will be borne by the Company, unless the arbitrator(s) determine that you have materially failed to succeed in any claim, in which case the arbitrator(s) may equitably determine, consistent with the application of state or federal law, to apportion some of the fees and expenses to you, not to exceed the maximum permitted by law. Each party shall bear its own costs and expenses of counsel, unless the arbitrator(s) determine that the Company has material liability to you hereunder, in which event the arbitrator(s) may equitably determine that your reasonable counsel fees shall be paid by the Company. Any arbitration hereunder shall be governed by and construed in accordance with the substantive laws of the State of Kentucky and, where applicable, federal law, without giving effect to the conflict of laws principles of such State.

13. Section 409A of the Code : To the extent that Section 409A of the Code is applicable to any provisions of this Agreement, it is the intent of the parties that such provisions comply with Section 409A of the Code and related regulations, and this Agreement shall be so construed.

Any reimbursements by the Company to you of any eligible expenses under this Agreement that are not excludable from your income for Federal income tax purposes (the “ Taxable Reimbursements ”) shall be made by no later than the earlier of the date on which they would be paid under the Company’s normal policies and the last day of the calendar year following the year in which the expense was incurred. The amount of any Taxable Reimbursements, and the value of any in-kind benefits to be provided to you, during any calendar year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year (except for any life-term or other aggregate limitation applicable to medical expenses). The right to Taxable Reimbursement, or in-kind benefits, shall not be subject to liquidation or exchange for another benefit.

14. Choice of Law : This Agreement shall in all respects be interpreted, enforced and governed by the laws of the State of Kentucky, without giving effect to conflict of laws principles of such State. The language of all parts of this Agreement shall in all cases be interpreted as a whole, according to its fair meaning, and not strictly for or against any of the parties.

15. Choice of Forum : Subject to paragraph 12 above, you consent to the exclusive jurisdiction of courts located in the State of Kentucky.

16. Equitable Remedies : Notwithstanding any other provisions of this Agreement to the contrary, the Company will not be required to seek or participate in arbitration regarding any actual or threatened breach by you of the Non-Disclosure, Non-Competition, No Solicitation, No Interference and No Hire covenants contained in this Agreement or any other covenant under this Agreement for which equitable relief may be sought. You agree that the Company will suffer irreparable harm for any such breach or threatened breach and that the Company may not be adequately compensated by damages, and that, in addition to all other remedies, the Company shall be entitled to injunctive relief and specific performance and to pursue such remedies in a court of competent jurisdiction in the State of Kentucky and no arbitrator may make any ruling inconsistent with the findings or rulings of such court. You agree to waive any argument of lack of personal jurisdiction or forum non-conveniens with respect to the pursuit of such injunctive relief and specific performance arising out of or relating to this Agreement.

17. Remedies Cumulative : You agree that nothing herein stated shall be construed as prohibiting the Company from pursuing any and all other remedies that may be available to the Company at law, in equity, by contract or otherwise in connection with such violation or threatened violation, including without limitation the recovery of monetary damages from you, all of which shall be cumulative to the fullest extent permissible under applicable laws.

18. Insurance and Corporate Document Protections : Nothing in this Agreement shall be deemed to preclude you from receiving any of the benefits or protections, including without limitation representation, available to you following any Separation under (a) any officers and directors insurance policy maintained by the Company which provides coverage during your employment by the Company as an officer or director of the Company or (b) the Company’s bylaws, Certificate of Incorporation or under applicable law. Any such benefits and protections shall or shall not be provided solely in accordance with the terms and conditions of any such policies, documents and applicable law. The Company covenants to maintain, even after your Separation, its officers and directors insurance policy as in effect as of your Separation from the Company or another officers and directors policy that provides equivalent or greater benefits and protections to you.

19. Entire Agreement : Other than agreements concerning Equity Incentive Programs and the Code of Conduct and Ethics, this Agreement constitutes and sets forth the entire agreement between you and the Company with respect to the subject matter contained herein and supersedes any and all prior and contemporaneous oral or written agreements or understandings between the parties, including, without limitation, the Prior Agreement. You acknowledge and agree that no representation, promise, inducement or statement of intention has been made by the Company that is not expressly set forth in this Agreement. No party hereto shall be bound by, or liable for, any alleged representation, promise, inducement or statement of intention not expressly set forth in this Agreement. This Agreement cannot be amended, modified or supplemented in any respect, except by a subsequent written agreement signed by all parties hereto.

20. Binding Effect : This Agreement shall be binding upon and inure to the benefit of you and your heirs and the Company and its legal representatives, parent, successors and assigns.

21. No Waiver : No action or inaction by either party shall be taken as a waiver of its right to insist that the other party abide by the obligations under this Agreement, unless such waiver is in writing, expressly waives such rights and is signed by legal counsel for the party making such waiver.

22. Severability : The parties hereby agree that (a) the provisions of this Agreement will be severable in the event that for any reason whatsoever any of the provisions hereof are invalid, void or otherwise unenforceable, (b) any such invalid, void or otherwise unenforceable provisions will be replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (c) the remaining provisions will remain valid and enforceable to the fullest extent permitted by applicable law.

23. Survival : Any provision contained in this Agreement, which by its nature or terms survives the Term or the Restricted Period (including but not limited to of the Non-Disclosure, Non-Competition, No Solicitation, No Interference and No Hire covenants), shall survive the Term and the Restricted Period and continue to be binding.

I trust that this adequately outlines the Company’s offer and our discussions. If, however, you have any questions or concerns, please do not hesitate to call me.

We are pleased to continue your employment and look forward to a long and mutually rewarding relationship.

Sincerely,

/s/ James Dobbins
James Dobbins

I agree to the terms and conditions of the employment offer set forth above.

/s/ Lawrence Wexler		11/22/2015
Your Signature		Date

EXHIBIT A

FORM OF

RELEASE AND SEVERANCE AGREMENT

This Release and Severance Agreement (this “ Release ”) is entered into by and between [____________] (“ Employee ”) and Turning Point Brands, Inc. (“ Turning Point ” and, collectively with its parent(s), subsdiary(ies), and all other related companies, the “ Company ”). Employee and Turning Point are referred to herein as the “ Parties .”

RECITALS

Employee and Turning Point are parties to an Employment Letter, dated as of [______________________, 2016] (the “ Employment Agreement ”), which provides for severance after termination in certain circumstances, conditioned upon Employee first signing a general release of claims following termination of Employee’s employment, which release becomes irrevocable in accordance with its terms.

This Release is the contemplated release of claims under the Employment Agreement of which Employee has had notice since the Employment Agreement was executed, it being annexed thereto (the “ Presentation Date ”).

Employee’s employment with the Company [ended] [will end] on [___________________] (the “ Separation Date ”).

The Parties desire to settle any and all other claims, if any, that Employee may have against the Company or any of its employees that are releaseable by law.

AGREEMENT

NOW, THEREFORE , in consideration for the covenants and mutual promises contained in the Employment Agreement, the Parties agree as follows:

Part I

For and in consideration of the promises made herein by Employee in Part II and Part III of this Release, and his performance thereof, the sufficiency of which, either separately or combined, is hereby acknowledged, Turning Point agrees as follows:

1.1 Severance Benefits to Employee . In exchange for Employee signing this Release, complying with its terms, and not revoking this Release, the Company will pay to Employee the “ Severance Benefits ” (as defined in the Employment Agreement), as and when therein required, if, and only if, Employee signs this Release and returns it to the Company; and (2) the seven (7) day revocation period in Part II, Section 2.4 below has expired on or before the 55 ^th day after Separation Date, provided that Employee has not exercised his right to revoke this Release in accordance with Part II, Section 2.4 below.

1.2 Separate and Adequate Age Claim Consideration . The Parties expressly agree and acknowledge that a portion of the Severance Benefits in Section 1.1 above represents separate and adequate consideration, to which Employee is not otherwise entitled, in exchange for Employee’s Age Claim Waiver, set out below in Part II. Turning Point’s present promise to provide this consideration is exchanged for Employee’s present release of any Age Claims at the time of the execution of this Release.

Part II

For and in consideration of the promises made herein by Turning Point in Part I of this Release, and its performance thereof, the sufficiency of which is hereby acknowledged, Employee agrees as follows:

2.1 General Release and Waiver of All Claims and Potential Claims . Employee hereby releases all claims and potential claims, known and unknown, against the Company that are releasable by law. More specifically, for and on behalf of himself and his family, dependents, heirs, executors, administrators and assigns, Employee hereby irrevocably and unconditionally releases the Company and its respective predecessors, successors, and all their past, present or future assigns, parents, subsidiaries, affiliates, insurers, attorneys, divisions, subdivisions and affiliated entities, together with their respective current and former officers, directors, shareholders, fiduciaries, administrators, trustees, agents, servants, employees, attorneys, insurers and/or representatives, and their respective predecessors, successors and assigns, heirs, executors, administrators, and any and all other affiliated persons, firms, plans or corporations which may have an interest by or through them (collectively “ Releasees ”), both jointly and individually, from any and all claims, actions, arbitrations, and lawsuits, of any nature whatsoever, known or unknown to Employee, accrued or unaccrued, which he ever had, now has or may have had against Releasees since the beginning of time through the date of execution of this Release. This general release and waiver of claims includes, but is not limited to, any and all claims, demands, causes of action, suits, debts, complaints, liabilities, obligations, promises, agreements, controversies, damages and expenses that are releasable by law (including, without limitation, attorneys fees and costs actually incurred or to be incurred) of any nature or description whatsoever, in law or equity, whether known or unknown, in connection with or arising out of his employment with the Company and/or termination of said employment. Claims being released include, without limitation, any and all employment-related claims that are releasable by law arising under federal, state or local statutes, ordinances, resolutions, regulations or constitutional provisions prohibiting discrimination in employment on the basis of sex, race, religion, national origin, age, disability and/or veterans’ status, including, but not limited to, claims arising under Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981, 1981a, 1983 and 1985, the Civil Rights Act of the State in which Employee resides and works, the Sarbanes-Oxley Act, 18 U.S.C. § 1514A, et seq. , the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Pregnancy Discrimination Act, the Federal Rehabilitation Act of 1973, Executive Order 11246, the Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001 et seq. , the Fair Labor Standards Act, 29 U.S.C. §§ 201, et seq. , the Family and Medical Leave Act, 29 U.S.C. §§ 2601, et seq. , the Genetic Information Non-Discrimination Act, 42 U.S.C. §§ 2000ff et seq , the minimum wage act, wage payment law and wage discrimination statutes and workers compensation statures and similar state laws of the state in which Employee has provided services, in all instances as amended. This general release and waiver of claims also includes, but is not limited to, any and all claims for unpaid benefits or entitlements asserted under any plan, policy, benefits offering or program (except as otherwise required by law), any and all contract or tort claims, including, without limitation, claims of wrongful discharge, assault, battery, intentional infliction of emotional distress, negligence, and/or defamation against Releasees.

Nothing in this Section 2.1, Section 2.2, or any other provision in the remainder of this Release shall be construed to prevent Employee from making a claim for indemnity under law or governance documents providing for indemnity or insurance against claims for acts or omissions in his capacity acting as an officer or director of the Company. Furthermore, nothing in this Section 2.1, Section 2.2, or any other provision in the remainder of this Release shall be construed to prohibit Employee from talking to, cooperating in any investigation by, and/or filing a charge with, the U.S. Equal Employment Opportunity Commission (the “ EEOC ”) or any other similar state or local fair employment practices administrative agency. However, by signing this Release, Employee hereby waives the right to recover from Releasees any relief from any charge or claim pursued or otherwise prosecuted by him, or by persons or entities like the EEOC acting by or through him, including, without limitation, the right to attorneys’ fees, costs, and any other relief, whether legal or equitable, sought in such charge, claim, or other proceeding.

2.2 Age Claim Waiver . Employee further agrees that his full general release includes a waiver of his rights, if any, to assert or allege discrimination based upon age pursuant to the Age Discrimination in Employment Act or any and all other federal, state or local laws or regulations prohibiting discrimination on the basis of age (collectively, “ Age Claim Waiver ”).

2.3 Adequate Consideration Period/Consult an Attorney . Employee acknowledges that he is hereby instructed that he may and should consult an attorney of his own choosing regarding the terms of this Release, and specifically including the Age Claim Waiver, and that he has been given at least [twenty-one (21)] [forty-five (45)] days to consider the terms of this Release and whether to sign this Release, although Employee may choose to sign this Release prior to the expiration of this [twenty-one (21)] [forty-five (45)] day period. The Parties agree that if Employee fails to execute this Release prior to the expiration of the [twenty-one (21)] [forty-five (45)] day period or prior to the deadline set forth in Section 1.1 hereof, this Release will be null and void.

2.4 Seven (7) Day Revocation Period . Employee further agrees that he is hereby instructed by the Company that, following his signing of this Release, Employee shall have up to seven (7) days to withdraw, rescind or revoke this Release by providing written notice to [____________________________________________] , but that, in the event Employee exercises his right to withdraw or rescind this Release, all terms of this Release, including, without limitation, Turning Point’s duty to provide the Severance Benefits provided in Part I, Section 1.1, above, shall be void and of no effect.

2.5 Permanent Waiver of Re-employment . In order to effect the degree of separation contemplated by the Parties, Employee acknowledges his present intent to permanently remove himself from the labor pool of Releasees as of the Separation Date and forever thereafter. In order to accomplish this present permanent removal from Releasees’ labor pool, Employee agrees that he will not seek and will not accept hiring, rehiring, placement, or reinstatement with Releasees, either as an employee, an independent contractor, a temporary worker, or in any other capacity.

Part III
Other Agreements

3.1 Additional Covenants by Employee . Employee represents, warrants and covenants that, as of the date he signs this Release, (1) he is unaware of any wages (as that term is defined by applicable state law) that are owed to him by the Company and that have not been paid; (2) he is unaware of any request for leave under the Family and Medical Leave Act that was denied; (3) he has no known work-related injury, disability, or illness, and has not requested any accommodation under the Americans With Disabilities Act or similar state law that has not been satisfied; and (4) he is unaware of any document, circumstance, occurrence, or any conduct on behalf of the Company or any of its agents, employees, officers or directors, or any Releasee, which can or should be reported to any state or federal authority as a violation of any law, standard, or regulation, upon which representations the Company expressly relies in entering into this Release.

3.2 Knowing and Voluntary Agreement . Employee agrees and acknowledges that he has been advised to consult an attorney regarding the terms of this Release and that he has carefully reviewed, studied and thought over the terms of this Release. Employee further acknowledges and agrees that he knowingly and voluntarily entered into and signed this Release after deliberate consideration and review of all of its terms and provisions, that he was not coerced, pressured or forced in any way by the Company, any Releasee or anyone else to accept the terms of this Release, and that the decision to accept the terms of this Release was entirely his own.

3.3 No Wrongdoing By the Parties . The Parties further agree that they have entered this Release to resolve any and all claims, if any, Employee may have against the Company or any other Releasee, and that this Release does not constitute an admission of, or is to be used as evidence of, any liability, violation or wrongdoing of any kind.

3.4 Choice of Law; Interpretation; Captions . The Parties understand and agree that this Release shall in all respects be interpreted, enforced and governed under the laws of the State of Kentucky and the language of this Release shall in all cases be interpreted as a whole, according to its fair meaning and not strictly for or against either of the Parties, regardless of which is the drafter of this Release. Captions and headings used herein are for convenience of reference only.

3.5 Exclusive Jurisdiction; Venue . The Parties understand and agree that the federal and/or state courts located in the State of Kentucky shall have exclusive jurisdiction with regard to any litigation relating to this Release and that venue shall be proper only in the State of Kentucky and any federal court whose judicial district encompasses the State of Kentucky, and that any objection to this jurisdiction or venue is specifically waived.

3.6 Entire Agreement . The Parties agree that this Release sets forth the entire agreement between the Parties on the subject matter herein and fully supersedes any and all other prior agreements or understandings between them, except for the terms in the Employment agreement referred to herein and any agreements between Employee and the Company regarding non-disclosure of confidential information, intellectual property, non-solicitation of customers, employees or contractors, non-competition, and/or other restrictive covenant obligations , which agreements, if any, shall remain in full force and effect according to their terms. This includes, without limitation, Employee’s continuing obligations under Sections 7-11 of the Employment Agreement. This Release may be amended or superseded only by a subsequent writing, executed by the Party against whom enforcement is sought.

3.7 Agreement to Indemnify . The Parties agree that should Employee seek to overturn, set aside, or legally challenge any release of claims, promise or covenant made by him under this Release, by judicial action or otherwise, the Company and/or Releasees shall be entitled to recover from Employee its costs of defending and enforcing the terms of this Release and/or any other claim brought by or against the Company or Releasees, including, without limitation, reasonable attorneys’ fees. The Parties acknowledge and agree that each Releasee is an intended third-party beneficiary of this Release and may enforce the terms of this Release accordingly.

[signature page follows]

I, [_______________], UNDERSTAND AND AGREE THAT THIS RELEASE CONSTITUTES A FULL AND FINAL RELEASE OF ALL CLAIMS THAT ARE RELEASEABLE BY LAW.


	Print Name:

	Date:

STATE OF	)
	) SS:
COUNTY OF	)

Subscribed and sworn to before me by _________, this _______ day of ______________, 20__.


	Notary Public

	My		Commission
	expires:

	-- and --

	TURNING POINT BRANDS, INC.

	By:

	Title:

	Date:

STATE OF	)
	) SS:
COUNTY OF	)

Subscribed and sworn to before me by __________________________, on behalf of Turning Point Brands, Inc., this _______ day of ______________, 20__.


	Notary Public

	My Commission expires:

Exhibit 10.10

Turning Point Brands, Inc.

5201 Interchange Way

Louisville, KY 40229

November 23, 2015

Dear Mr. Dobbins:

Position : Unless and until changed by the Company, your job position and title will be Senior Vice President and General Counsel of the Company, reporting to the Chief Executive Officer of the Company.

Location of Employment : You will continue to be employed by the Company based out of Durham, North Carolina. You understand that, notwithstanding your primary location of employment, you shall be expected to be at the Company’s headquarters in Louisville, Kentucky as necessary to perform the responsibilities of your Position.

Salary : Your annual base compensation (“ Salary ”) will be $365,271.23 per calendar year, unless adjusted by the Board of Directors of Turning Point (the “ Board ”) in its sole discretion. Salary will be disbursed in periodic installments throughout the year in accordance with the Company’s regular payroll cycle and policies.

Annual Bonus : You may be eligible to earn an annual bonus of up to 50% of your Salary pursuant to the terms and conditions of the Company’s annual bonus award program as may be in effect from time to time. Eligibility for any annual bonus will be based on your achievement of designated performance metrics as set forth in the Company’s annual bonus award program. Such eligibility and the amount, if any, of the annual bonus shall be determined by the Board in its sole discretion.