2.10Absence of Litigation. As of the date hereof, other than as disclosed in the SEC Documents, there is no action, suit, proceeding or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the Companys knowledge, threatened against the Company or any of its Subsidiaries that if determined adversely to the Company or any of its Subsidiaries would reasonably be expected to have a Material Adverse Effect. Neither the Company, any of its Subsidiaries, nor, to the knowledge of the Company, any director or officer thereof, is or has been the subject of any action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty relating to the Company or any of its Subsidiaries other than as disclosed in the SEC Documents. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC of the Company, any of its Subsidiaries or any current or former director or officer of the Company or any of its Subsidiaries relating to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Exchange Act or the Securities Act and, to the Companys knowledge, the SEC has not issued any such order.

2 . 10Absence of Litigation . As of the date hereof , other than as disclosed in the SEC Documents , there is no action , suit , proceeding or investigation before or by any court , public board , government agency , self-regulatory organization or body pending or , to the Companys knowledge , threatened against the Company or any of its Subsidiaries that if determined adversely to the Company or any of its Subsidiaries would reasonably be expected to have a Material Adverse Effect . Neither the Company , any of its Subsidiaries , nor , to the knowledge of the Company , any director or officer thereof , is or has been the subject of any action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty relating to the Company or any of its Subsidiaries other than as disclosed in the SEC Documents . There has not been , and to the knowledge of the Company , there is not pending or contemplated , any investigation by the SEC of the Company , any of its Subsidiaries or any current or former director or officer of the Company or any of its Subsidiaries relating to the Company or any of its Subsidiaries . Neither the Company nor any of its Subsidiaries has received any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Exchange Act or the Securities Act and , to the Companys knowledge , the SEC has not issued any such order .


2.29ERISA. Except as would not reasonably be expected to have a Material Adverse Effect, (i) each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 , as amended (ERISA), for which the Company would reasonably be expected to have any liability (each, a Plan) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Code; (ii) 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; (iii) no reportable event (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur that has had a Material Adverse Effect; (iv) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to an employee benefit plan or premiums to the Pension Benefit Guaranty Corporation, in the ordinary course and without default) in respect of an employee benefit plan subject to Title IV of ERISA (including a multiemployer plan, within the meaning of Section 4001(a)(3) of ERISA); and (v) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan. ERISA Affiliate means, with respect to the Company, any member of any group of organizations described in Section 414 of the Code of which the Company is a member.

2 . 29ERISA . Except as would not reasonably be expected to have a Material Adverse Effect , ( i ) each employee benefit plan , within the meaning of Section 3 ( 3 ) of the Employee Retirement Income Security Act of 1974 , as amended ( ERISA ) , for which the Company would reasonably be expected to have any liability ( each , a Plan ) has been maintained in compliance with its terms and the requirements of any applicable statutes , orders , rules and regulations , including but not limited to , ERISA and the Code ; ( ii ) 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 ; ( iii ) no reportable event ( within the meaning of Section 4043 ( c ) of ERISA ) has occurred or is reasonably expected to occur that has had a Material Adverse Effect ; ( iv ) neither the Company nor any ERISA Affiliate has incurred , nor reasonably expects to incur , any liability under Title IV of ERISA ( other than contributions to an employee benefit plan or premiums to the Pension Benefit Guaranty Corporation , in the ordinary course and without default ) in respect of an employee benefit plan subject to Title IV of ERISA ( including a multiemployer plan , within the meaning of Section 4001 ( a ) ( 3 ) of ERISA ) ; and ( v ) there is no pending audit or investigation by the Internal Revenue Service , the U . S . Department of Labor , the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan . ERISA Affiliate means , with respect to the Company , any member of any group of organizations described in Section 414 of the Code of which the Company is a member .


(a)the Shares have not been and are not being registered under the Securities Act ( other than as contemplated in the Registration Rights Agreement) or any applicable state securities laws and, consequently, the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless (i) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act, as contemplated by the Registration Rights Agreement; (ii) the Purchaser has delivered to the Company an opinion of counsel (in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (iii) the Shares are sold or transferred pursuant to Rule 144; or (iv) the Shares are transferred to an Affiliate of the Purchaser and such Affiliate agrees to the same representations, warranties, covenants and other restrictions set forth herein;

( a ) the Shares have not been and are not being registered under the Securities Act ( other than as contemplated in the Registration Rights Agreement ) or any applicable state securities laws and , consequently , the Purchaser may have to bear the risk of owning the Shares for an indefinite period of time because the Shares may not be transferred unless ( i ) the resale of the Shares is registered pursuant to an effective registration statement under the Securities Act , as contemplated by the Registration Rights Agreement ; ( ii ) the Purchaser has delivered to the Company an opinion of counsel ( in form , substance and scope customary for opinions of counsel in comparable transactions ) to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration ; ( iii ) the Shares are sold or transferred pursuant to Rule 144 ; or ( iv ) the Shares are transferred to an Affiliate of the Purchaser and such Affiliate agrees to the same representations , warranties , covenants and other restrictions set forth herein ;


THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER APPLICABLE SECURITIES LAWS, UNLESS OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. THE COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED TO THE EXTENT THAT SUCH OPINION IS REQUIRED PURSUANT TO THAT CERTAIN SECURITIES PURCHASE AGREEMENT UNDER WHICH THE SHARES WERE ISSUED.

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS AMENDED , OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES . THE SHARES MAY NOT BE SOLD , OFFERED FOR SALE , PLEDGED , HYPOTHECATED , TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER APPLICABLE SECURITIES LAWS , UNLESS OFFERED , SOLD , PLEDGED , HYPOTHECATED OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS . THE COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED TO THE EXTENT THAT SUCH OPINION IS REQUIRED PURSUANT TO THAT CERTAIN SECURITIES PURCHASE AGREEMENT UNDER WHICH THE SHARES WERE ISSUED .


3.13No Commonly Controlled Insured Depository Institution. The Purchaser does not own any interest in any depository institution such that the acquisition by such Purchaser of its Shares would cause any Subsidiary of the Company and that depository institution to become commonly controlled insured depository institutions (as that term is defined for purposes of 12 U.S.C. 1815 (e), as may be amended or supplemented from time to time, and any successor thereto).

3 . 13No Commonly Controlled Insured Depository Institution . The Purchaser does not own any interest in any depository institution such that the acquisition by such Purchaser of its Shares would cause any Subsidiary of the Company and that depository institution to become commonly controlled insured depository institutions ( as that term is defined for purposes of 12 U . S . C . 1815 ( e ) , as may be amended or supplemented from time to time , and any successor thereto ) .


3.15Regulatory Matters. The Purchaser understands and acknowledges that: (i) the Company is a registered bank holding company under the BHC Act, and is subject to regulation by the Federal Reserve; (ii) acquisitions of interests in bank holding companies are subject to the BHC Act and the Change in Bank Control Act of 1978 , as amended (the CIBC Act) and may be reviewed by the Federal Reserve to determine the circumstances under which such acquisitions of interests will result in Purchaser becoming subject to the BHC Act or subject to the prior notice requirements of the CIBC Act. The Purchaser represents that neither it nor its Affiliates (i) own or control any shares of any class of voting securities of the Company or (ii) otherwise control the Company or any Bank as such term is defined for purposes of the BHC Act or CIBC Act. The Purchaser is not participating and has not participated with any other investor in the offering of the Shares other than its Affiliates in any joint activity or parallel action towards a common goal between or among such investors of acquiring control of the Company.

3 . 15Regulatory Matters . The Purchaser understands and acknowledges that : ( i ) the Company is a registered bank holding company under the BHC Act , and is subject to regulation by the Federal Reserve ; ( ii ) acquisitions of interests in bank holding companies are subject to the BHC Act and the Change in Bank Control Act of 1978 , as amended ( the CIBC Act ) and may be reviewed by the Federal Reserve to determine the circumstances under which such acquisitions of interests will result in Purchaser becoming subject to the BHC Act or subject to the prior notice requirements of the CIBC Act . The Purchaser represents that neither it nor its Affiliates ( i ) own or control any shares of any class of voting securities of the Company or ( ii ) otherwise control the Company or any Bank as such term is defined for purposes of the BHC Act or CIBC Act . The Purchaser is not participating and has not participated with any other investor in the offering of the Shares other than its Affiliates in any joint activity or parallel action towards a common goal between or among such investors of acquiring control of the Company .


4.1Reporting Status. The Companys Common Stock is subject to the reporting requirements of Section 15(d) of the Exchange Act. From the date hereof to the end of the Registration Period (as defined in the Registration Rights Agreement), the Company will timely file all documents required to be filed under Section 15(d) of the Exchange Act and the rules and regulations thereunder with the SEC, and the Company will not terminate its status as an issuer required to file reports under Section 15(d) of the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination.

4 . 1Reporting Status . The Companys Common Stock is subject to the reporting requirements of Section 15 ( d ) of the Exchange Act . From the date hereof to the end of the Registration Period ( as defined in the Registration Rights Agreement ) , the Company will timely file all documents required to be filed under Section 15 ( d ) of the Exchange Act and the rules and regulations thereunder with the SEC , and the Company will not terminate its status as an issuer required to file reports under Section 15 ( d ) of the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination .


6.23 Exchange Act means the Securities Exchange Act of 1934 <sup> , as amended.

6 . 23 Exchange Act means the Securities Exchange Act of 1934 < sup > , as amended .


6.54Securities Act means the Securities Act of 1933 , as amended, and the rules and regulations thereunder, or any similar successor statute.

6 . 54Securities Act means the Securities Act of 1933 , as amended , and the rules and regulations thereunder , or any similar successor statute .


6.60 USA PATRIOT Act has the meaning set forth in Section 2.5(a).

6 . 60 USA PATRIOT Act has the meaning set forth in Section 2 . 5 ( a ) .


Baton Rouge, Louisiana 70801


IN WITNESS WHEREOF, the undersigned has caused this Securities Purchase Agreement to be duly executed as of the date first above written.

IN WITNESS WHEREOF , the undersigned has caused this Securities Purchase Agreement to be duly executed as of the date first above written .


[Signature Page to Securities Purchase Agreement ]

[ Signature Page to Securities Purchase Agreement ]


The Company is not, and after giving effect to the offering and sale of the Shares will not be required to register as, an investment company under the Investment Company Act. ---|--- < br/>

The Company is not , and after giving effect to the offering and sale of the Shares will not be required to register as , an investment company under the Investment Company Act . - - - | - - - & lt ; br / & gt ;


First Lien Credit Agreement


Turning Point Brands, Inc. , and North Atlantic Trading Company, Inc. ,

Turning Point Brands , Inc . , and North Atlantic Trading Company , Inc . ,


Fifth Third Bank , an Ohio banking corporation,

Fifth Third Bank , an Ohio banking corporation ,


Fifth Third Bank , Capital One , National Association, and Regions Capital Markets, a division of Regions Bank , as Joint Lead Arrangers and Joint Book Runners

Fifth Third Bank , Capital One , National Association , and Regions Capital Markets , a division of Regions Bank , as Joint Lead Arrangers and Joint Book Runners


USA Patriot Act < br/>


This First Lien Credit Agreement is entered into as of February 17, 2017 , by and among Turning Point Brands , Inc., a Delaware corporation (Turning Point) and North Atlantic Trading Company, Inc. , a Delaware corporation (NATC; Turning Point and NATC are each individually referred to herein as a Borrower and are collectively referred to herein as the Borrowers), the direct and indirect Subsidiaries of the Borrowers from time to time party to this Agreement, as Guarantors, the various institutions from time to time party to this Agreement, as Lenders, Fifth Third Bank , an Ohio banking corporation, as Administrative Agent and L/C Issuer, Capital One , National Association, a national banking association, as Syndication Agent, and Regions Bank , as Documentation Agent.

This First Lien Credit Agreement is entered into as of February 17 , 2017 , by and among Turning Point Brands , Inc . , a Delaware corporation ( Turning Point ) and North Atlantic Trading Company , Inc . , a Delaware corporation ( NATC ; Turning Point and NATC are each individually referred to herein as a Borrower and are collectively referred to herein as the Borrowers ) , the direct and indirect Subsidiaries of the Borrowers from time to time party to this Agreement , as Guarantors , the various institutions from time to time party to this Agreement , as Lenders , Fifth Third Bank , an Ohio banking corporation , as Administrative Agent and L / C Issuer , Capital One , National Association , a national banking association , as Syndication Agent , and Regions Bank , as Documentation Agent .


Acquired Entity means 100% of the Ownership Interests of any Person that is not already a Subsidiary of a Borrower, which Person shall, as a result of the acquisition of such Ownership Interests, become a Domestic Subsidiary of a Borrower (or shall be merged with and into a Borrower or another Domestic Subsidiary of a Borrower; provided that (i) in the case of any such merger involving such Borrower, such Borrower shall be the surviving or continuing Person, and (ii) in the case of any such merger involving any other Loan Party, such Loan Party shall be the surviving or continuing Person).

Acquired Entity means 100 % of the Ownership Interests of any Person that is not already a Subsidiary of a Borrower , which Person shall , as a result of the acquisition of such Ownership Interests , become a Domestic Subsidiary of a Borrower ( or shall be merged with and into a Borrower or another Domestic Subsidiary of a Borrower ; provided that ( i ) in the case of any such merger involving such Borrower , such Borrower shall be the surviving or continuing Person , and ( ii ) in the case of any such merger involving any other Loan Party , such Loan Party shall be the surviving or continuing Person ) .


Affiliate means any Person directly or indirectly controlling (including all officers, directors, partners, and managers of such Person) or controlled by, or under direct or indirect common control with, another Person. A Person shall be deemed to control another Person for the purposes of this definition if such Person possesses, directly or indirectly, the power to direct, or cause the direction of, the management and policies of the other Person, whether through the ownership of voting securities, common directors, managers, trustees or officers, by contract or otherwise; provided that, in any event for purposes of this definition, any Person that owns, directly or indirectly, 10.00% or more of the securities having the ordinary voting power for the election of directors, managers or governing body of a corporation or 10.00% or more of the partnership or other ownership interest of any other Person (other than as a limited partner of such other Person) will be deemed to control such corporation or other Person. In no event shall the Administrative Agent, any Lender, or any of their respective Affiliates, be deemed to be an Affiliate of any Loan Party.

Affiliate means any Person directly or indirectly controlling ( including all officers , directors , partners , and managers of such Person ) or controlled by , or under direct or indirect common control with , another Person . A Person shall be deemed to control another Person for the purposes of this definition if such Person possesses , directly or indirectly , the power to direct , or cause the direction of , the management and policies of the other Person , whether through the ownership of voting securities , common directors , managers , trustees or officers , by contract or otherwise ; provided that , in any event for purposes of this definition , any Person that owns , directly or indirectly , 10 . 00 % or more of the securities having the ordinary voting power for the election of directors , managers or governing body of a corporation or 10 . 00 % or more of the partnership or other ownership interest of any other Person ( other than as a limited partner of such other Person ) will be deemed to control such corporation or other Person . In no event shall the Administrative Agent , any Lender , or any of their respective Affiliates , be deemed to be an Affiliate of any Loan Party .


Agreement means this First Lien Credit Agreement .


Arrangers means (a) Fifth Third Bank , an Ohio banking corporation, (b) Capital One , National Association, a national banking association, and (c) Regions Capital Markets, a division of Regions Bank .

Arrangers means ( a ) Fifth Third Bank , an Ohio banking corporation , ( b ) Capital One , National Association , a national banking association , and ( c ) Regions Capital Markets , a division of Regions Bank .


Change of Control means any of (a) the acquisition by any person or group (as such terms are used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934 , as amended) (other than the Permitted Holders) at any time of beneficial ownership of 50% or more of the outstanding Ownership Interests of Turning Point on a fullydiluted basis, (b) Standard General shall fail to own more than 50% of the Ownership Interests of Turning Point, provided, that, if Standard General transfers its Ownership Interests of Turning Point to SDOI, a Change of Control shall not be deemed to occur unless (i) SDOI shall fail to own more than 50% of the Ownership Interests of Turning Point or (ii) Standard General shall fail to own more than 50% of the Ownership Interests of SDOI, (c) Turning Point shall fail to own 100% of the Ownership Interests of NATC Holding, (d) NATC Holding shall fail to own 100% of the Ownership Interests of NATC, (e) the failure of individuals who are members of the board of directors (or similar governing body) of Turning Point on the Closing Date (together with any new or replacement directors whose initial nomination for election was approved by a majority of the directors who were either directors on the Closing Date or previously so approved) to constitute a majority of the board of directors (or similar governing body) of Turning Point, or (f) any Change of Control (or words of like import), as defined in any agreement or indenture relating to any issue of material Indebtedness (including the Second Lien Loan Agreement) of any Loan Party shall occur.

Change of Control means any of ( a ) the acquisition by any person or group ( as such terms are used in sections 13 ( d ) and 14 ( d ) of the Securities Exchange Act of 1934 , as amended ) ( other than the Permitted Holders ) at any time of beneficial ownership of 50 % or more of the outstanding Ownership Interests of Turning Point on a fullydiluted basis , ( b ) Standard General shall fail to own more than 50 % of the Ownership Interests of Turning Point , provided , that , if Standard General transfers its Ownership Interests of Turning Point to SDOI , a Change of Control shall not be deemed to occur unless ( i ) SDOI shall fail to own more than 50 % of the Ownership Interests of Turning Point or ( ii ) Standard General shall fail to own more than 50 % of the Ownership Interests of SDOI , ( c ) Turning Point shall fail to own 100 % of the Ownership Interests of NATC Holding , ( d ) NATC Holding shall fail to own 100 % of the Ownership Interests of NATC , ( e ) the failure of individuals who are members of the board of directors ( or similar governing body ) of Turning Point on the Closing Date ( together with any new or replacement directors whose initial nomination for election was approved by a majority of the directors who were either directors on the Closing Date or previously so approved ) to constitute a majority of the board of directors ( or similar governing body ) of Turning Point , or ( f ) any Change of Control ( or words of like import ) , as defined in any agreement or indenture relating to any issue of material Indebtedness ( including the Second Lien Loan Agreement ) of any Loan Party shall occur .


Consolidated Interest Expense means, for any period, determined on a Consolidated basis, without duplication, for Turning Point and its Subsidiaries in accordance with GAAP, interest expense (including interest expense attributable to Capitalized Lease Obligations and all net payment obligations pursuant to Hedge Agreements), premium payments, debt discounts, fees, charges and related expenses with respect to any and all Indebtedness of Turning Point and its Subsidiaries for such period; provided that, notwithstanding the foregoing, Consolidated Interest Expense (i) for the four fiscal quarters ended March 31, 2017 shall be deemed to be Consolidated Interest Expense for the two consecutive fiscal months ended March 31, 2017 multiplied by six (6), (ii) for the four fiscal quarters ended June 30, 2017 shall be deemed to be Consolidated Interest Expense for the five consecutive fiscal months ended June 30, 2017 multiplied by twelve-fifths ( 12/5 ) (iii) for the four fiscal quarters ended September 30, 2017 shall be deemed to be Consolidated Interest Expense for the eight consecutive fiscal months ended September 30, 2017 multiplied by threehalves ( 3/2 ) and (iv) for the four fiscal quarters ended December 31, 2017 shall be deemed to be Consolidated Interest Expense for the eleven consecutive fiscal months ended December 31, 2017 multiplied by twelve-elevenths ( 12/11 ) ; provided, further, that all interest, premium payments, debt discounts, fees, charges and related expenses paid in connection with the Refinancing, including any Transaction Costs in connection therewith, shall be excluded from the calculation of Consolidated Interest Expense.

Consolidated Interest Expense means , for any period , determined on a Consolidated basis , without duplication , for Turning Point and its Subsidiaries in accordance with GAAP , interest expense ( including interest expense attributable to Capitalized Lease Obligations and all net payment obligations pursuant to Hedge Agreements ) , premium payments , debt discounts , fees , charges and related expenses with respect to any and all Indebtedness of Turning Point and its Subsidiaries for such period ; provided that , notwithstanding the foregoing , Consolidated Interest Expense ( i ) for the four fiscal quarters ended March 31 , 2017 shall be deemed to be Consolidated Interest Expense for the two consecutive fiscal months ended March 31 , 2017 multiplied by six ( 6 ) , ( ii ) for the four fiscal quarters ended June 30 , 2017 shall be deemed to be Consolidated Interest Expense for the five consecutive fiscal months ended June 30 , 2017 multiplied by twelve-fifths ( 12 / 5 ) ( iii ) for the four fiscal quarters ended September 30 , 2017 shall be deemed to be Consolidated Interest Expense for the eight consecutive fiscal months ended September 30 , 2017 multiplied by threehalves ( 3 / 2 ) and ( iv ) for the four fiscal quarters ended December 31 , 2017 shall be deemed to be Consolidated Interest Expense for the eleven consecutive fiscal months ended December 31 , 2017 multiplied by twelve-elevenths ( 12 / 11 ) ; provided , further , that all interest , premium payments , debt discounts , fees , charges and related expenses paid in connection with the Refinancing , including any Transaction Costs in connection therewith , shall be excluded from the calculation of Consolidated Interest Expense .


EEA Member Country means any of the member states of the European Union, Iceland, Liechtenstein , and Norway.

EEA Member Country means any of the member states of the European Union , Iceland , Liechtenstein , and Norway .


Engagement Letter means the Third Amended and Restated Engagement Letter dated December 7, 2016, between Turning Point and Fifth Third Bank .

Engagement Letter means the Third Amended and Restated Engagement Letter dated December 7 , 2016 , between Turning Point and Fifth Third Bank .


Excluded Equity Issuances means (a) the issuance by any Subsidiary of Ownership Interests to either Borrower or any Guarantor, as applicable, (b) the issuance of Ownership Interests of Turning Point (i) to directors, officers and employees of Turning Point and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by Turning Points board of directors (or similar governing body), (ii) to finance the purchase consideration (or a portion thereof) in connection with Capital Expenditures, and (iii) for such other purposes reasonably acceptable to the Administrative Agent in its sole discretion; provided that the issued Ownership Interests permitted by this clause (b) (other than issuances permitted by the foregoing clause (b)(i) to the extent no cash is received by Turning Point as consideration for such issuance) shall not exceed $5,000,000 in the aggregate during the term of this Agreement, with the value of each such issuance determined as of the date of such issuance, (c) the issuance of Ownership Interests of Turning Point in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition; provided that such Permitted Acquisition is consummated within six (6) months of such issuance, and (d) the issuance of Ownership Interests by Turning Point to pay the outstanding Second Lien Term Loans so long as (x) one hundred percent ( 100% ) of the proceeds are used to pay the Second Lien Term Loans (or a portion thereof) and (y) the Administrative Agent and the Supermajority Lenders have given their prior written consent to such issuance and such payment of the Second Lien Term Loans (or a portion thereof).

Excluded Equity Issuances means ( a ) the issuance by any Subsidiary of Ownership Interests to either Borrower or any Guarantor , as applicable , ( b ) the issuance of Ownership Interests of Turning Point ( i ) to directors , officers and employees of Turning Point and its Subsidiaries pursuant to employee stock option plans ( or other employee incentive plans or other compensation arrangements ) approved by Turning Points board of directors ( or similar governing body ) , ( ii ) to finance the purchase consideration ( or a portion thereof ) in connection with Capital Expenditures , and ( iii ) for such other purposes reasonably acceptable to the Administrative Agent in its sole discretion ; provided that the issued Ownership Interests permitted by this clause ( b ) ( other than issuances permitted by the foregoing clause ( b ) ( i ) to the extent no cash is received by Turning Point as consideration for such issuance ) shall not exceed $ 5 , 000 , 000 in the aggregate during the term of this Agreement , with the value of each such issuance determined as of the date of such issuance , ( c ) the issuance of Ownership Interests of Turning Point in order to finance the purchase consideration ( or a portion thereof ) in connection with a Permitted Acquisition ; provided that such Permitted Acquisition is consummated within six ( 6 ) months of such issuance , and ( d ) the issuance of Ownership Interests by Turning Point to pay the outstanding Second Lien Term Loans so long as ( x ) one hundred percent ( 100 % ) of the proceeds are used to pay the Second Lien Term Loans ( or a portion thereof ) and ( y ) the Administrative Agent and the Supermajority Lenders have given their prior written consent to such issuance and such payment of the Second Lien Term Loans ( or a portion thereof ) .


Excluded Leased Property means the leased real property located at (a) 5201 Interchange Way , Louisville, Kentucky 40229 and (b) 1900 Wright Place , Suite 250 , Carlsbad, California 92008.

Excluded Leased Property means the leased real property located at ( a ) 5201 Interchange Way , Louisville , Kentucky 40229 and ( b ) 1900 Wright Place , Suite 250 , Carlsbad , California 92008 .


Excluded Swap Obligation means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantors failure for any reason not to constitute an eligible contract participant as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

Excluded Swap Obligation means , with respect to any Guarantor , any Swap Obligation if , and to the extent that , all or a portion of the Guarantee of such Guarantor of , or the grant by such Guarantor of a security interest to secure , such Swap Obligation ( or any Guarantee thereof ) is or becomes illegal under the Commodity Exchange Act or any rule , regulation , or order of the Commodity Futures Trading Commission ( or the application or official interpretation of any thereof ) by virtue of such Guarantors failure for any reason not to constitute an eligible contract participant as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such related Swap Obligation . If a Swap Obligation arises under a master agreement governing more than one swap , such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal .


Guarantors means and includes each direct and indirect Domestic Subsidiary of each Borrower (other than NATC or an Immaterial Subsidiary), and each Borrower, in its capacity as a guarantor of the Secured Obligations of another Loan Party; provided, however, that upon the occurrence of any Immaterial Subsidiary ceasing to be an Immaterial Subsidiary, such Subsidiary shall be included in the definition of Guarantors; provided, further, that unless otherwise required by the Administrative Agent or the Required Lenders during the existence of any Event of Default, a Foreign Subsidiary shall not be required to be a Guarantor hereunder to the extent that and for so long as the guaranty by (or pledge of any assets or Ownership Interests (other than up to sixty-five percent (65%) of the voting Ownership Interests and one hundred percent ( 100% ) of the non-voting Ownership Interests of a First Tier Foreign Subsidiary) of) such Foreign Subsidiary would have a material adverse tax consequence for a Borrower or result in a violation of applicable Legal Requirements.

Guarantors means and includes each direct and indirect Domestic Subsidiary of each Borrower ( other than NATC or an Immaterial Subsidiary ) , and each Borrower , in its capacity as a guarantor of the Secured Obligations of another Loan Party ; provided , however , that upon the occurrence of any Immaterial Subsidiary ceasing to be an Immaterial Subsidiary , such Subsidiary shall be included in the definition of Guarantors ; provided , further , that unless otherwise required by the Administrative Agent or the Required Lenders during the existence of any Event of Default , a Foreign Subsidiary shall not be required to be a Guarantor hereunder to the extent that and for so long as the guaranty by ( or pledge of any assets or Ownership Interests ( other than up to sixty-five percent ( 65 % ) of the voting Ownership Interests and one hundred percent ( 100 % ) of the non-voting Ownership Interests of a First Tier Foreign Subsidiary ) of ) such Foreign Subsidiary would have a material adverse tax consequence for a Borrower or result in a violation of applicable Legal Requirements .


Primary Deposit Account(s) means a deposit account or deposit accounts established and maintained by Turning Point with Fifth Third Bank .

Primary Deposit Account ( s ) means a deposit account or deposit accounts established and maintained by Turning Point with Fifth Third Bank .


0. 50% | | | | II


Second Lien Loan Agreement means that certain Second Lien Credit Agreement dated the date of this Agreement by and among the Borrowers, the lenders party thereto, the Second Lien Administrative Agent, as Administrative Agent, and Fifth Third Bank , as Administrative Sub-Agent.

Second Lien Loan Agreement means that certain Second Lien Credit Agreement dated the date of this Agreement by and among the Borrowers , the lenders party thereto , the Second Lien Administrative Agent , as Administrative Agent , and Fifth Third Bank , as Administrative Sub-Agent .


(d) Rate Determinations. The Administrative Agent shall determine each interest rate applicable to the Loans and the Reimbursement Obligations hereunder, and its determination thereof shall be conclusive and binding except in the case of manifest error.

( d ) Rate Determinations . The Administrative Agent shall determine each interest rate applicable to the Loans and the Reimbursement Obligations hereunder , and its determination thereof shall be conclusive and binding except in the case of manifest error .


(iii) On or before April 30th of each year, beginning April 30, 2018, the Borrowers shall prepay the thenoutstanding Loans by an amount equal to 50% of Excess Cash Flow of the Borrowers on a Consolidated basis for the most recently completed Fiscal Year; provided that, no Excess Cash Flow payment shall be required under this Section 2.8(b)(iii) with respect to such recently completed Fiscal Year to the extent that (A) the Consolidated Total Leverage Ratio is less than 2.50 to 1.00 as of the end of the two consecutive fiscal quarters of the Borrowers immediately preceding the date such Excess Cash Flow payment would otherwise be required under this Section 2.8(b)(iii), and the Borrowers have delivered to the Administrative Agent the compliance certificates required by Section 6.2(a) hereof with detailed calculations evidencing the Consolidated Total Leverage Ratio on such dates and (B) no Default or Event of Default has occurred and is continuing on April 30th of such year when the Excess Cash Flow payment would otherwise be required under this Section 2.8(b)(iii). The amount of each such prepayment shall be applied first to the outstanding Priority Term Loans and Incremental Priority Term Loans, if any, until paid in full (such payments being applied to the remaining amortization payments on the Priority Term Loans and Incremental Priority Term Loans, if any, in the inverse order of maturity), then to the outstanding Second Out Term Loans and Incremental Second Out Term Loans, if any, until paid in full (such payments being applied to the remaining payments on the Second Out Term Loans and Incremental Second Out Term Loans, if any, in the inverse order of maturity), then to the Revolving Loans until paid in full, and then to the Swing Loans.

( iii ) On or before April 30th of each year , beginning April 30 , 2018 , the Borrowers shall prepay the thenoutstanding Loans by an amount equal to 50 % of Excess Cash Flow of the Borrowers on a Consolidated basis for the most recently completed Fiscal Year ; provided that , no Excess Cash Flow payment shall be required under this Section 2 . 8 ( b ) ( iii ) with respect to such recently completed Fiscal Year to the extent that ( A ) the Consolidated Total Leverage Ratio is less than 2 . 50 to 1 . 00 as of the end of the two consecutive fiscal quarters of the Borrowers immediately preceding the date such Excess Cash Flow payment would otherwise be required under this Section 2 . 8 ( b ) ( iii ) , and the Borrowers have delivered to the Administrative Agent the compliance certificates required by Section 6 . 2 ( a ) hereof with detailed calculations evidencing the Consolidated Total Leverage Ratio on such dates and ( B ) no Default or Event of Default has occurred and is continuing on April 30th of such year when the Excess Cash Flow payment would otherwise be required under this Section 2 . 8 ( b ) ( iii ) . The amount of each such prepayment shall be applied first to the outstanding Priority Term Loans and Incremental Priority Term Loans , if any , until paid in full ( such payments being applied to the remaining amortization payments on the Priority Term Loans and Incremental Priority Term Loans , if any , in the inverse order of maturity ) , then to the outstanding Second Out Term Loans and Incremental Second Out Term Loans , if any , until paid in full ( such payments being applied to the remaining payments on the Second Out Term Loans and Incremental Second Out Term Loans , if any , in the inverse order of maturity ) , then to the Revolving Loans until paid in full , and then to the Swing Loans .


Section 2.16. Incremental Facilities. (a) Requests and Consents. The Borrowers may, by written notice from the Borrowers Agent to the Administrative Agent (each, an Incremental Facility Request), from time to time on or after the Closing Date, request the addition of a new tranche of term loans, which at the Borrowers option shall be either incremental priority term loans (each, an Incremental Priority Term Loan Commitment and the term loans thereunder, an Incremental Priority Term Loan) or incremental second out term loans (each, an Incremental Second Out Term Loan Commitment and the term loans thereunder, an Incremental Second Out Term Loan) and/or increases in the Revolving Credit Commitments (each, an Incremental Revolving Credit Commitment and the loans thereunder, Incremental Revolving Loans; each Incremental Priority Term Loan Commitment, Incremental Second Out Term Loan Commitment and each Incremental Revolving Credit Commitment are sometimes referred to herein individually as an Incremental Facility and collectively as the Incremental Facilities) or a combination thereof, in Dollars in an aggregate amount not to exceed $40,000,000 for all such Incremental Facilities (Incremental Facility Amount); provided that no commitment of any Lender shall be increased without the consent of such Lender. Such notice shall set forth (A) the amount of the Incremental Priority Term Loan Commitment, Incremental Second Out Term Loan Commitment or Incremental Revolving Credit Commitment being requested (which shall be in a minimum amount of $5,000,000 (or less, if an amount equal to the remaining Incremental Facility Amount) and multiples of $500,000 in excess thereof), (B) the date (an Incremental Effective Date) on which such Incremental Facility is requested to become effective (which shall not, unless otherwise agreed to by the Administrative Agent, be less than fifteen (15) Business Days nor more than sixty (60) days after the date of such notice), and (C) if an Incremental Term Loan Commitment, whether the related Incremental Term Loan is to be a Eurodollar Loan or a Base Rate Loan (and, if a Eurodollar Loan, the Interest Period therefor). There shall not be more than four (4) Incremental Facilities during the term of this Agreement. The Administrative Agent shall notify the Lenders of the proposed Incremental Facility and provide a time period ending at least five (5) Business Days prior to the Incremental Effective Date to join such Incremental Facility. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to join the Incremental Facility and, if so, whether by an amount equal to, greater than, or less than its applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to join such Incremental Facility. The Administrative Agent shall notify the Borrowers and each Lender of the Lenders responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent (which approvals shall not be unreasonably withheld), the Borrowers may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement or amendment in form and substance satisfactory to the Administrative Agent and its counsel.

Section 2 . 16 . Incremental Facilities . ( a ) Requests and Consents . The Borrowers may , by written notice from the Borrowers Agent to the Administrative Agent ( each , an Incremental Facility Request ) , from time to time on or after the Closing Date , request the addition of a new tranche of term loans , which at the Borrowers option shall be either incremental priority term loans ( each , an Incremental Priority Term Loan Commitment and the term loans thereunder , an Incremental Priority Term Loan ) or incremental second out term loans ( each , an Incremental Second Out Term Loan Commitment and the term loans thereunder , an Incremental Second Out Term Loan ) and / or increases in the Revolving Credit Commitments ( each , an Incremental Revolving Credit Commitment and the loans thereunder , Incremental Revolving Loans ; each Incremental Priority Term Loan Commitment , Incremental Second Out Term Loan Commitment and each Incremental Revolving Credit Commitment are sometimes referred to herein individually as an Incremental Facility and collectively as the Incremental Facilities ) or a combination thereof , in Dollars in an aggregate amount not to exceed $ 40 , 000 , 000 for all such Incremental Facilities ( Incremental Facility Amount ) ; provided that no commitment of any Lender shall be increased without the consent of such Lender . Such notice shall set forth ( A ) the amount of the Incremental Priority Term Loan Commitment , Incremental Second Out Term Loan Commitment or Incremental Revolving Credit Commitment being requested ( which shall be in a minimum amount of $ 5 , 000 , 000 ( or less , if an amount equal to the remaining Incremental Facility Amount ) and multiples of $ 500 , 000 in excess thereof ) , ( B ) the date ( an Incremental Effective Date ) on which such Incremental Facility is requested to become effective ( which shall not , unless otherwise agreed to by the Administrative Agent , be less than fifteen ( 15 ) Business Days nor more than sixty ( 60 ) days after the date of such notice ) , and ( C ) if an Incremental Term Loan Commitment , whether the related Incremental Term Loan is to be a Eurodollar Loan or a Base Rate Loan ( and , if a Eurodollar Loan , the Interest Period therefor ) . There shall not be more than four ( 4 ) Incremental Facilities during the term of this Agreement . The Administrative Agent shall notify the Lenders of the proposed Incremental Facility and provide a time period ending at least five ( 5 ) Business Days prior to the Incremental Effective Date to join such Incremental Facility . Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to join the Incremental Facility and , if so , whether by an amount equal to , greater than , or less than its applicable Percentage of such requested increase . Any Lender not responding within such time period shall be deemed to have declined to join such Incremental Facility . The Administrative Agent shall notify the Borrowers and each Lender of the Lenders responses to each request made hereunder . To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent ( which approvals shall not be unreasonably withheld ) , the Borrowers may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement or amendment in form and substance satisfactory to the Administrative Agent and its counsel .


(c) Terms. (i) The final maturity date of any Incremental Priority Term Loan or any Incremental Second Out Term Loan that is a separate tranche shall be no earlier than the maturity date of the initial Priority Term Loans or initial Second Out Term Loans, as applicable, and (ii) the Weighted Average Life to Maturity of any such Incremental Priority Term Loan or Incremental Second Out Term Loan shall not be shorter than the Weighted Average Life to Maturity of the initial Priority Term Loans or initial Second Out Term Loans, as applicable. If the Weighted Average Yield (as reasonably determined by the Administrative Agent, but excluding reasonable and customary arrangement, structuring and underwriting fees paid or payable to the Administrative Agent or any of its Affiliates with respect to such Incremental Priority Term Loan or such Incremental Second Out Term Loan) applicable to any Incremental Priority Term Loan or Incremental Second Out Term Loan exceeds by more than 0. 50% per annum the corresponding Weighted Average Yield applicable to the then outstanding initial Priority Term Loans or initial Second Out Term Loans, as applicable, or any outstanding prior Incremental Priority Term Loan or any outstanding prior Incremental Second Out Term Loan, as applicable (each, an Existing Term Facility and the amount of such excess above 0. 50% being referred to herein as the Yield Differential), then the Applicable Margin with respect to the applicable Existing Term Facility (the existing Priority Term Loans and existing Incremental Priority Term Loans, if any, where an Incremental Priority Term Loan is being borrowed, or the existing Second Out Term Loans and existing Incremental Second Out Term Loans, if any, where an Incremental Second Out Term Loan is being borrowed, as the case may be) shall automatically be increased by the Yield Differential, effective upon the making of such Incremental Priority Term Loan or such Incremental Second Out Term Loan (it being agreed that to the extent the Weighted Average Yield with respect to such Incremental Priority Term Loan or such Incremental Second Out Term Loan is greater than the Weighted Average Yield of an Existing Term Facility solely as a result of a higher LIBOR floor, then the increased interest rate applicable to an Existing Term Facility shall be effected solely by increasing the LIBOR floor applicable thereto). Except with respect to amortization, pricing, and final maturity as set forth in this clause (c), any Incremental Priority Term Loan or Incremental Second Out Term Loan shall be on terms consistent with the initial Priority Term Loans or initial Second Out Term Loans, as applicable, and, in any event, if any such terms of an Incremental Priority Term Loan or Incremental Second Out Term Loan are more favorable to the Lenders under such Incremental Facility, such terms shall be automatically incorporated and applied to the then outstanding initial Priority Term Loans and any outstanding prior Incremental Priority Term Loans, or the then outstanding initial Second Out Term Loans and any outstanding prior Incremental Second Out Term Loans, as applicable. Any Incremental Revolving Loans shall be on the same terms (as amended from time to time) (including all-in pricing and maturity date) as, and pursuant to documentation applicable to, the initial Revolving Loans.

( c ) Terms . ( i ) The final maturity date of any Incremental Priority Term Loan or any Incremental Second Out Term Loan that is a separate tranche shall be no earlier than the maturity date of the initial Priority Term Loans or initial Second Out Term Loans , as applicable , and ( ii ) the Weighted Average Life to Maturity of any such Incremental Priority Term Loan or Incremental Second Out Term Loan shall not be shorter than the Weighted Average Life to Maturity of the initial Priority Term Loans or initial Second Out Term Loans , as applicable . If the Weighted Average Yield ( as reasonably determined by the Administrative Agent , but excluding reasonable and customary arrangement , structuring and underwriting fees paid or payable to the Administrative Agent or any of its Affiliates with respect to such Incremental Priority Term Loan or such Incremental Second Out Term Loan ) applicable to any Incremental Priority Term Loan or Incremental Second Out Term Loan exceeds by more than 0 . 50 % per annum the corresponding Weighted Average Yield applicable to the then outstanding initial Priority Term Loans or initial Second Out Term Loans , as applicable , or any outstanding prior Incremental Priority Term Loan or any outstanding prior Incremental Second Out Term Loan , as applicable ( each , an Existing Term Facility and the amount of such excess above 0 . 50 % being referred to herein as the Yield Differential ) , then the Applicable Margin with respect to the applicable Existing Term Facility ( the existing Priority Term Loans and existing Incremental Priority Term Loans , if any , where an Incremental Priority Term Loan is being borrowed , or the existing Second Out Term Loans and existing Incremental Second Out Term Loans , if any , where an Incremental Second Out Term Loan is being borrowed , as the case may be ) shall automatically be increased by the Yield Differential , effective upon the making of such Incremental Priority Term Loan or such Incremental Second Out Term Loan ( it being agreed that to the extent the Weighted Average Yield with respect to such Incremental Priority Term Loan or such Incremental Second Out Term Loan is greater than the Weighted Average Yield of an Existing Term Facility solely as a result of a higher LIBOR floor , then the increased interest rate applicable to an Existing Term Facility shall be effected solely by increasing the LIBOR floor applicable thereto ) . Except with respect to amortization , pricing , and final maturity as set forth in this clause ( c ) , any Incremental Priority Term Loan or Incremental Second Out Term Loan shall be on terms consistent with the initial Priority Term Loans or initial Second Out Term Loans , as applicable , and , in any event , if any such terms of an Incremental Priority Term Loan or Incremental Second Out Term Loan are more favorable to the Lenders under such Incremental Facility , such terms shall be automatically incorporated and applied to the then outstanding initial Priority Term Loans and any outstanding prior Incremental Priority Term Loans , or the then outstanding initial Second Out Term Loans and any outstanding prior Incremental Second Out Term Loans , as applicable . Any Incremental Revolving Loans shall be on the same terms ( as amended from time to time ) ( including all-in pricing and maturity date ) as , and pursuant to documentation applicable to , the initial Revolving Loans .


(d) Hazardous Materials have not been transported or disposed of to or from the properties currently or formerly owned, leased or operated by any Loan Party or any Subsidiary thereof in material violation of, or in a manner or to a location which could give rise to material liability under, Environmental Laws, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of such properties in violation of, or in a manner that could give rise to material liability under, any applicable Environmental Laws; and

( d ) Hazardous Materials have not been transported or disposed of to or from the properties currently or formerly owned , leased or operated by any Loan Party or any Subsidiary thereof in material violation of , or in a manner or to a location which could give rise to material liability under , Environmental Laws , nor have any Hazardous Materials been generated , treated , stored or disposed of at , on or under any of such properties in violation of , or in a manner that could give rise to material liability under , any applicable Environmental Laws ; and


Section 5.16. No Material Adverse Change. Since December 31 , 2015, there has been no material adverse change in the business, operations financial condition, Property, or liabilities (actual or contingent) of Turning Point and its Subsidiaries, taken as a whole, and no event has occurred or condition arisen, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

Section 5 . 16 . No Material Adverse Change . Since December 31 , 2015 , there has been no material adverse change in the business , operations financial condition , Property , or liabilities ( actual or contingent ) of Turning Point and its Subsidiaries , taken as a whole , and no event has occurred or condition arisen , either individually or in the aggregate , that has had or could reasonably be expected to have a Material Adverse Effect .


Section 5.20. Compliance with Sanctions Programs. Each Loan Party and each Subsidiary thereof is in compliance with the requirements of all Sanctions Programs applicable to it. Each Loan Party has provided to the Administrative Agent, the L/C Issuer, and the Lenders all information regarding such Loan Party and its directors, officers, Affiliates and Subsidiaries necessary for the Administrative Agent, the L/C Issuer, and the Lenders to comply with all applicable Sanctions Programs. To the best of each Loan Partys knowledge, neither any Loan Party nor any of its officers or directors, Affiliates or Subsidiaries is, as of the date hereof, a Sanctioned Person. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977 or the United Kingdom Bribery Act of 2010 .

Section 5 . 20 . Compliance with Sanctions Programs . Each Loan Party and each Subsidiary thereof is in compliance with the requirements of all Sanctions Programs applicable to it . Each Loan Party has provided to the Administrative Agent , the L / C Issuer , and the Lenders all information regarding such Loan Party and its directors , officers , Affiliates and Subsidiaries necessary for the Administrative Agent , the L / C Issuer , and the Lenders to comply with all applicable Sanctions Programs . To the best of each Loan Partys knowledge , neither any Loan Party nor any of its officers or directors , Affiliates or Subsidiaries is , as of the date hereof , a Sanctioned Person . No part of the proceeds of the Loans will be used , directly or indirectly , for any payments to any governmental official or employee , political party , official of a political party , candidate for political office , or anyone else acting in an official capacity , in order to obtain , retain or direct business or obtain any improper advantage , in violation of the United States Foreign Corrupt Practices Act of 1977 or the United Kingdom Bribery Act of 2010 .


(d) When the First Lien Guaranty and Security Agreement (or a short form intellectual property security agreement) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements, releases and other filings in appropriate form are filed in the offices specified in Schedule 9 of the First Lien Guaranty and Security Agreement, the Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in the Intellectual Property (as defined in the First Lien Guaranty and Security Agreement) in which a security interest may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office , as applicable, in each case prior and superior in right to any other Person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the Closing Date), except for Permitted Prior Liens.

( d ) When the First Lien Guaranty and Security Agreement ( or a short form intellectual property security agreement ) is filed in the United States Patent and Trademark Office and the United States Copyright Office and when financing statements , releases and other filings in appropriate form are filed in the offices specified in Schedule 9 of the First Lien Guaranty and Security Agreement , the Administrative Agent shall have a fully perfected Lien on , and security interest in , all right , title and interest of the applicable Loan Parties in the Intellectual Property ( as defined in the First Lien Guaranty and Security Agreement ) in which a security interest may be perfected by filing , recording or registering a security agreement , financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office , as applicable , in each case prior and superior in right to any other Person ( it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered trademarks , trademark applications and copyrights acquired by the Loan Parties after the Closing Date ) , except for Permitted Prior Liens .


(c) Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary, and promptly thereafter (and, in any event, within fortyfive (45) days after such notification; provided that the Administrative Agent may extend such time period by (x) an additional fifteen (15) days in its sole discretion and (y) an unlimited number of days thereafter with the consent of the Required Lenders), cause (i) the applicable Loan Party to deliver to the Administrative Agent Collateral Documents pledging sixtyfive percent (65%) of the total outstanding voting Ownership Interests (and one hundred percent ( 100% ) of the nonvoting Ownership Interests) of any such new First Tier Foreign Subsidiary, which Collateral Documents shall be governed by the law of the jurisdiction of organization of such First Tier Foreign Subsidiary, and a consent thereto executed by such new First Tier Foreign Subsidiary (including, if applicable, original certificated Ownership Interests (or the equivalent thereof pursuant to the applicable Legal Requirements and practices of any relevant foreign jurisdiction) evidencing the Ownership Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 3.2 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no guaranty by (or pledge of any of the assets or Ownership Interests (other than up to sixtyfive percent (65%) of the voting Ownership Interests and one hundred percent ( 100% ) of the nonvoting Ownership Interests of a First Tier Foreign Subsidiary) of) any First Tier Foreign Subsidiary shall be required to the extent such guaranty or pledge would have a material adverse tax consequence for either Borrower or result in a violation of applicable Legal Requirements.

( c ) Additional Foreign Subsidiaries . Notify the Administrative Agent promptly after any Person becomes a First Tier Foreign Subsidiary , and promptly thereafter ( and , in any event , within fortyfive ( 45 ) days after such notification ; provided that the Administrative Agent may extend such time period by ( x ) an additional fifteen ( 15 ) days in its sole discretion and ( y ) an unlimited number of days thereafter with the consent of the Required Lenders ) , cause ( i ) the applicable Loan Party to deliver to the Administrative Agent Collateral Documents pledging sixtyfive percent ( 65 % ) of the total outstanding voting Ownership Interests ( and one hundred percent ( 100 % ) of the nonvoting Ownership Interests ) of any such new First Tier Foreign Subsidiary , which Collateral Documents shall be governed by the law of the jurisdiction of organization of such First Tier Foreign Subsidiary , and a consent thereto executed by such new First Tier Foreign Subsidiary ( including , if applicable , original certificated Ownership Interests ( or the equivalent thereof pursuant to the applicable Legal Requirements and practices of any relevant foreign jurisdiction ) evidencing the Ownership Interests of such new First Tier Foreign Subsidiary , together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof ) , ( ii ) such Person to deliver to the Administrative Agent such opinions , documents and certificates referred to in Section 3 . 2 as may be reasonably requested by the Administrative Agent , ( iii ) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person and ( iv ) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent , all in form , content and scope reasonably satisfactory to the Administrative Agent . For the avoidance of doubt , no guaranty by ( or pledge of any of the assets or Ownership Interests ( other than up to sixtyfive percent ( 65 % ) of the voting Ownership Interests and one hundred percent ( 100 % ) of the nonvoting Ownership Interests of a First Tier Foreign Subsidiary ) of ) any First Tier Foreign Subsidiary shall be required to the extent such guaranty or pledge would have a material adverse tax consequence for either Borrower or result in a violation of applicable Legal Requirements .


(h) Liens securing Indebtedness permitted under Section 7.1(d); provided that (i) such Liens shall be created substantially simultaneously with the acquisition, repair, improvement or lease, as applicable, of the related Property, (ii) such Liens do not at any time encumber any property other than the Property financed by such Indebtedness and (iii) the principal amount of Indebtedness secured by any such Lien shall at no time exceed one hundred percent ( 100% ) of the original price for the purchase, repair improvement or lease amount (as applicable) of such Property at the time of purchase, repair, improvement or lease (as applicable);

( h ) Liens securing Indebtedness permitted under Section 7 . 1 ( d ) ; provided that ( i ) such Liens shall be created substantially simultaneously with the acquisition , repair , improvement or lease , as applicable , of the related Property , ( ii ) such Liens do not at any time encumber any property other than the Property financed by such Indebtedness and ( iii ) the principal amount of Indebtedness secured by any such Lien shall at no time exceed one hundred percent ( 100 % ) of the original price for the purchase , repair improvement or lease amount ( as applicable ) of such Property at the time of purchase , repair , improvement or lease ( as applicable ) ;


(r) Liens not otherwise permitted hereunder on assets other than the Collateral securing Indebtedness or other obligations in the aggregate principal amount not to exceed $2,500,000 at any time outstanding.

( r ) Liens not otherwise permitted hereunder on assets other than the Collateral securing Indebtedness or other obligations in the aggregate principal amount not to exceed $ 2 , 500 , 000 at any time outstanding .


(c) Turning Point shall be permitted to make a single dividend or distribution to its shareholders or to make a redemption or purchase of shares (any such dividend, distribution, redemption or purchase, a Restricted Quarterly Distribution) in each fiscal quarter of Turning Point, so long as (i) both immediately before and after giving effect thereto, no Default or Event of Default has occurred and is continuing on the date of such Restricted Quarterly Distribution, and (ii) the Borrowers shall have Unused Revolving Credit Commitments of at least $10,000,000 after giving effect to such Restricted Quarterly Distribution; provided that the aggregate amount of Restricted Quarterly Distributions during any Fiscal Year shall not exceed the sum of the aggregate amount of mandatory and voluntary principal payments made on the Priority Term Loans during such Fiscal Year pursuant to Sections 2.7 and 2.8 and that were made prior to the date of the proposed Restricted Quarterly Distribution; provided, further, that, Turning Point shall be permitted to make a Restricted Quarterly Distribution during any Fiscal Year after May 15 of such Fiscal Year, without any limit as to the amount of such dividend or distribution, if (A) prior to such Restricted Quarterly Distribution, the Borrowers have made the Excess Cash Flow payment required to be made, if any, pursuant to Section 2.8(b)(iii) with respect to the immediately preceding Fiscal Year, (B) the Consolidated Total Leverage Ratio is less than 2.50 to 1.00 as of the end of the two consecutive fiscal quarters of the Borrowers immediately preceding the date of such Restricted Quarterly Distribution, and the Borrowers have delivered to the Administrative Agent the compliance certificates required by Section 6.2(a) hereof with detailed calculations evidencing such Consolidated Total Leverage Ratio on such dates, and (C) the Borrowers have delivered a compliance certificate in the form of Exhibit E attached hereto evidencing that, after giving effect to such Restricted Quarterly Distribution (including any Borrowing advanced on such date to make such Restricted Quarterly Distribution), Turning Points pro forma Consolidated Total Leverage Ratio is less than 2.50 to 1.00; and

( c ) Turning Point shall be permitted to make a single dividend or distribution to its shareholders or to make a redemption or purchase of shares ( any such dividend , distribution , redemption or purchase , a Restricted Quarterly Distribution ) in each fiscal quarter of Turning Point , so long as ( i ) both immediately before and after giving effect thereto , no Default or Event of Default has occurred and is continuing on the date of such Restricted Quarterly Distribution , and ( ii ) the Borrowers shall have Unused Revolving Credit Commitments of at least $ 10 , 000 , 000 after giving effect to such Restricted Quarterly Distribution ; provided that the aggregate amount of Restricted Quarterly Distributions during any Fiscal Year shall not exceed the sum of the aggregate amount of mandatory and voluntary principal payments made on the Priority Term Loans during such Fiscal Year pursuant to Sections 2 . 7 and 2 . 8 and that were made prior to the date of the proposed Restricted Quarterly Distribution ; provided , further , that , Turning Point shall be permitted to make a Restricted Quarterly Distribution during any Fiscal Year after May 15 of such Fiscal Year , without any limit as to the amount of such dividend or distribution , if ( A ) prior to such Restricted Quarterly Distribution , the Borrowers have made the Excess Cash Flow payment required to be made , if any , pursuant to Section 2 . 8 ( b ) ( iii ) with respect to the immediately preceding Fiscal Year , ( B ) the Consolidated Total Leverage Ratio is less than 2 . 50 to 1 . 00 as of the end of the two consecutive fiscal quarters of the Borrowers immediately preceding the date of such Restricted Quarterly Distribution , and the Borrowers have delivered to the Administrative Agent the compliance certificates required by Section 6 . 2 ( a ) hereof with detailed calculations evidencing such Consolidated Total Leverage Ratio on such dates , and ( C ) the Borrowers have delivered a compliance certificate in the form of Exhibit E attached hereto evidencing that , after giving effect to such Restricted Quarterly Distribution ( including any Borrowing advanced on such date to make such Restricted Quarterly Distribution ) , Turning Points pro forma Consolidated Total Leverage Ratio is less than 2 . 50 to 1 . 00 ; and


(iv) other transactions on terms as favorable as would be obtained by it in a comparable armslength transaction with an independent, unrelated third party as determined, (x) with respect to any transaction or series of related transactions involving consideration of less than $2,500,000 , in the reasonable, good faith judgment of the Borrowers, (y) with respect to any transaction or series of related transactions involving consideration of at least $2,500,000 but less than $5,000,000, in good faith by the Board of Directors (or equivalent governing body) of Turning Point and (z) with respect to any transaction or series of related transactions involving consideration of $5,000,000 or more, in a written opinion from an independent investment banking firm of nationally recognized standing;

( iv ) other transactions on terms as favorable as would be obtained by it in a comparable armslength transaction with an independent , unrelated third party as determined , ( x ) with respect to any transaction or series of related transactions involving consideration of less than $ 2 , 500 , 000 , in the reasonable , good faith judgment of the Borrowers , ( y ) with respect to any transaction or series of related transactions involving consideration of at least $ 2 , 500 , 000 but less than $ 5 , 000 , 000 , in good faith by the Board of Directors ( or equivalent governing body ) of Turning Point and ( z ) with respect to any transaction or series of related transactions involving consideration of $ 5 , 000 , 000 or more , in a written opinion from an independent investment banking firm of nationally recognized standing ;


Section 7.14. Limitations on Turning Point. (a) Own or otherwise hold any Property other than (i) the Ownership Interests of NATC Holding and Turning Point Brands, LLC, ( ii) Investments permitted hereunder, (iii) minute books and other corporate books and records of NATC Holding and Turning Point Brands, LLC, and (iv) other miscellaneous nonmaterial assets;

Section 7 . 14 . Limitations on Turning Point . ( a ) Own or otherwise hold any Property other than ( i ) the Ownership Interests of NATC Holding and Turning Point Brands , LLC , ( ii ) Investments permitted hereunder , ( iii ) minute books and other corporate books and records of NATC Holding and Turning Point Brands , LLC , and ( iv ) other miscellaneous nonmaterial assets ;


(ii) Collateral Documents. The First Lien Guaranty and Security Agreement or any other Loan Document that purports to create a Lien shall, for any reason, fail or cease to create a valid and perfected and, other than Permitted Prior Liens, first priority Lien in and upon any significant portion of the Collateral, except as a result of a disposition of the applicable Collateral in a transaction permitted under this Agreement; or

( ii ) Collateral Documents . The First Lien Guaranty and Security Agreement or any other Loan Document that purports to create a Lien shall , for any reason , fail or cease to create a valid and perfected and , other than Permitted Prior Liens , first priority Lien in and upon any significant portion of the Collateral , except as a result of a disposition of the applicable Collateral in a transaction permitted under this Agreement ; or


(iii) to release any Guarantor from its obligations under any Loan Documents (A) if such Person ceases to be a Loan Party as a result of a transaction permitted under the Loan Documents or (B) except after the occurrence and during the continuance of a Default or Event of Default, if such Person is a Foreign Subsidiary and the guaranty by (or pledge of any of the assets or Ownership Interests (other than up to sixtyfive percent (65%) of the voting Ownership Interests and one hundred percent ( 100% ) of the nonvoting Ownership Interests of a First Tier Foreign Subsidiary) of) such Foreign Subsidiary results in a material adverse tax consequence for the Borrowers or results in a violation of applicable Legal Requirements; and

( iii ) to release any Guarantor from its obligations under any Loan Documents ( A ) if such Person ceases to be a Loan Party as a result of a transaction permitted under the Loan Documents or ( B ) except after the occurrence and during the continuance of a Default or Event of Default , if such Person is a Foreign Subsidiary and the guaranty by ( or pledge of any of the assets or Ownership Interests ( other than up to sixtyfive percent ( 65 % ) of the voting Ownership Interests and one hundred percent ( 100 % ) of the nonvoting Ownership Interests of a First Tier Foreign Subsidiary ) of ) such Foreign Subsidiary results in a material adverse tax consequence for the Borrowers or results in a violation of applicable Legal Requirements ; and


Turning Point Brands, Inc.


Facsimile No.: (502) 581-1087


(a) Governing Law. This Agreement and the other Loan Documents and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York for contracts made and to be performed wholly within the State of New York , without regard to principles of conflicts of laws requiring applications of the law of any other jurisdiction.

( a ) Governing Law . This Agreement and the other Loan Documents and any claim , controversy , dispute or cause of action ( whether in contract or tort or otherwise ) based upon , arising out of or relating to this Agreement or any other Loan Document ( except , as to any other Loan Document , as expressly set forth therein ) and the transactions contemplated hereby and thereby shall be governed by , and construed in accordance with , the law of the State of New York for contracts made and to be performed wholly within the State of New York , without regard to principles of conflicts of laws requiring applications of the law of any other jurisdiction .


(c) Register. The Administrative Agent, acting solely for this purpose as a nonfiduciary agent of the Borrowers, shall maintain a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of (and stated interest on) the Loans owing to, each Lender pursuant to the terms hereof from time to time (the Register). The entries in the Register shall be conclusive, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by either Borrower and any Lender (but only to the extent of entries in the Register that are applicable to such Lender), at any reasonable time and from time to time upon reasonable prior notice.

( c ) Register . The Administrative Agent , acting solely for this purpose as a nonfiduciary agent of the Borrowers , shall maintain a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders , and the Commitments of , and principal amounts of ( and stated interest on ) the Loans owing to , each Lender pursuant to the terms hereof from time to time ( the Register ) . The entries in the Register shall be conclusive , absent manifest error , and the Borrowers , the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement . The Register shall be available for inspection by either Borrower and any Lender ( but only to the extent of entries in the Register that are applicable to such Lender ) , at any reasonable time and from time to time upon reasonable prior notice .


(b) Electronic Execution of Assignments. The words execution, signed, signature, and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paperbased recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirements, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.< br/>

( b ) Electronic Execution of Assignments . The words execution , signed , signature , and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form , each of which shall be of the same legal effect , validity or enforceability as a manually executed signature or the use of a paperbased recordkeeping system , as the case may be , to the extent and as provided for in any applicable Legal Requirements , including the Federal Electronic Signatures in Global and National Commerce Act , the New York State Electronic Signatures and Records Act , or any other similar state laws based on the Uniform Electronic Transactions Act . & lt ; br / & gt ;


Section 11.23. Inconsistencies with Other Documents; Intercreditor Agreement. (a) Subject to Section 11.23(b), in the event there is a conflict or inconsistency between this Agreement and any other Loan Document, the terms of this Agreement shall control; provided that any provision of the Collateral Documents which imposes additional burdens on either Borrower or any of its Subsidiaries or further restricts the rights of either Borrower or any of its Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect. Notwithstanding anything in any Collateral Document to the contrary, at all times prior to Priority Lien Obligations Discharge Date, each reference in any Collateral Document to Required Lenders shall be deemed to be a reference to Required Priority Lenders.

Section 11 . 23 . Inconsistencies with Other Documents ; Intercreditor Agreement . ( a ) Subject to Section 11 . 23 ( b ) , in the event there is a conflict or inconsistency between this Agreement and any other Loan Document , the terms of this Agreement shall control ; provided that any provision of the Collateral Documents which imposes additional burdens on either Borrower or any of its Subsidiaries or further restricts the rights of either Borrower or any of its Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect . Notwithstanding anything in any Collateral Document to the contrary , at all times prior to Priority Lien Obligations Discharge Date , each reference in any Collateral Document to Required Lenders shall be deemed to be a reference to Required Priority Lenders .


Turning Point Brands, Inc. | | | |


Senior Vice President and Chief Financial Officer [Signature Page to First Lien Credit Agreement ]

Senior Vice President and Chief Financial Officer [ Signature Page to First Lien Credit Agreement ]


Fifth Third Bank , an Ohio banking corporation, as a Lender, as L/C Issuer, and as Administrative Agent | | | |

Fifth Third Bank , an Ohio banking corporation , as a Lender , as L / C Issuer , and as Administrative Agent | | | |


| Senior Vice President [Signature Page to First Lien Credit Agreement ]

| Senior Vice President [ Signature Page to First Lien Credit Agreement ]


| Director [Signature Page to First Lien Credit Agreement ]

| Director [ Signature Page to First Lien Credit Agreement ]


Regions Bank , as a Lender and as Documentation Agent ---|--- | | |

Regions Bank , as a Lender and as Documentation Agent - - - | - - - | | |


| Executive Vice President [Signature Page to First Lien Credit Agreement ]

| Executive Vice President [ Signature Page to First Lien Credit Agreement ]


| Authorized Agent [Signature Page to First Lien Credit Agreement ]

| Authorized Agent [ Signature Page to First Lien Credit Agreement ]


| Principal [Signature Page to First Lien Credit Agreement ]

| Principal [ Signature Page to First Lien Credit Agreement ]


Reference is made to the First Lien Credit Agreement , dated as of February 17, 2017 , by and among Turning Point Brands , Inc., a Delaware corporation (Turning Point), and North Atlantic Trading Company, Inc. , a Delaware corporation (NATC and together with Turning Point, the Borrowers), the Guarantors party thereto, the Lenders party thereto, and Fifth Third Bank , an Ohio banking corporation, as Administrative Agent and L/C Issuer (as amended, restated, modified or supplemented from time to time, the Credit Agreement). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. [The Borrowers have failed to pay their Reimbursement Obligation in the amount of $__________. Your Revolver Percentage of the unpaid Reimbursement Obligation is $_____________] or [__________________________ has been required to return a payment by the Borrowers of a Reimbursement Obligation in the amount of $_______________. Your Revolver Percentage of the returned Reimbursement Obligation is $_______________.]

Reference is made to the First Lien Credit Agreement , dated as of February 17 , 2017 , by and among Turning Point Brands , Inc . , a Delaware corporation ( Turning Point ) , and North Atlantic Trading Company , Inc . , a Delaware corporation ( NATC and together with Turning Point , the Borrowers ) , the Guarantors party thereto , the Lenders party thereto , and Fifth Third Bank , an Ohio banking corporation , as Administrative Agent and L / C Issuer ( as amended , restated , modified or supplemented from time to time , the Credit Agreement ) . Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement . [ The Borrowers have failed to pay their Reimbursement Obligation in the amount of $ __________ . Your Revolver Percentage of the unpaid Reimbursement Obligation is $ _____________ ] or [ __________________________ has been required to return a payment by the Borrowers of a Reimbursement Obligation in the amount of $ _______________ . Your Revolver Percentage of the returned Reimbursement Obligation is $ _______________ . ]


Fifth Third Bank , as L/C Issuer | |


Reference is made to the First Lien Credit Agreement , dated as of February 17, 2017 , by and among Turning Point Brands , Inc., a Delaware corporation (Turning Point), and North Atlantic Trading Company, Inc. , a Delaware corporation (NATC and together with Turning Point, the Borrowers), the Guarantors party thereto, the Lenders party thereto, and Fifth Third Bank , an Ohio banking corporation, as Administrative Agent and L/C Issuer (as amended, restated, modified or supplemented from time to time, the Credit Agreement). Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement. The undersigned, as agent for the Borrowers, hereby gives you notice irrevocably, pursuant to Section 2.5 of the Credit Agreement, of the Borrowing specified below:

Reference is made to the First Lien Credit Agreement , dated as of February 17 , 2017 , by and among Turning Point Brands , Inc . , a Delaware corporation ( Turning Point ) , and North Atlantic Trading Company , Inc . , a Delaware corporation ( NATC and together with Turning Point , the Borrowers ) , the Guarantors party thereto , the Lenders party thereto , and Fifth Third Bank , an Ohio banking corporation , as Administrative Agent and L / C Issuer ( as amended , restated , modified or supplemented from time to time , the Credit Agreement ) . Capitalized terms used herein and not defined herein have the meanings assigned to them in the Credit Agreement . The undersigned , as agent for the Borrowers , hereby gives you notice irrevocably , pursuant to Section 2 . 5 of the Credit Agreement , of the Borrowing specified below :


Turning Point Brands, Inc. ---|--- | | | |

Turning Point Brands , Inc . - - - | - - - | | | |


____________, 20__ ---|--- For Value Received, the undersigned, Turning Point Brands, Inc. , a Delaware corporation (Turning Point), and North Atlantic Trading Company, Inc. , a Delaware corporation (NATC and together with Turning Point, the Borrowers), hereby unconditionally promise to pay to _________________________ (the Lender) or its registered assigns at the principal office of Fifth Third Bank , an Ohio banking corporation, as Administrative Agent, in Cincinnati, Ohio (or such other location as the Administrative Agent may designate to the Borrowers), in immediately available funds, the principal sum of ___________________ Dollars ($__________) or, if less, the aggregate unpaid principal amount of the Second Out Term Loan made or maintained by the Lender to the Borrowers pursuant to the Credit Agreement, in installments in the amounts called for by Section 2.7(b) of the Credit Agreement, commencing on June 30, 2017, together with interest on the principal amount of such Second Out Term Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement.

____________ , 20__ - - - | - - - For Value Received , the undersigned , Turning Point Brands , Inc . , a Delaware corporation ( Turning Point ) , and North Atlantic Trading Company , Inc . , a Delaware corporation ( NATC and together with Turning Point , the Borrowers ) , hereby unconditionally promise to pay to _________________________ ( the Lender ) or its registered assigns at the principal office of Fifth Third Bank , an Ohio banking corporation , as Administrative Agent , in Cincinnati , Ohio ( or such other location as the Administrative Agent may designate to the Borrowers ) , in immediately available funds , the principal sum of ___________________ Dollars ( $ __________ ) or , if less , the aggregate unpaid principal amount of the Second Out Term Loan made or maintained by the Lender to the Borrowers pursuant to the Credit Agreement , in installments in the amounts called for by Section 2 . 7 ( b ) of the Credit Agreement , commencing on June 30 , 2017 , together with interest on the principal amount of such Second Out Term Loan from time to time outstanding hereunder at the rates , and payable in the manner and on the dates , specified in the Credit Agreement .


This Second Out Term Note (this Note) is one of the Second Out Term Notes referred to in the First Lien Credit Agreement dated as of February 17, 2017 , among the Borrowers, the Guarantors party thereto, the Lenders party thereto, and Fifth Third Bank , an Ohio banking corporation, as Administrative Agent and L/C Issuer (as amended, restated, modified or supplemented from time to time, the Credit Agreement), and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement.

This Second Out Term Note ( this Note ) is one of the Second Out Term Notes referred to in the First Lien Credit Agreement dated as of February 17 , 2017 , among the Borrowers , the Guarantors party thereto , the Lenders party thereto , and Fifth Third Bank , an Ohio banking corporation , as Administrative Agent and L / C Issuer ( as amended , restated , modified or supplemented from time to time , the Credit Agreement ) , and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein , to which Credit Agreement reference is hereby made for a statement thereof . All defined terms used in this Note , except terms otherwise defined herein , shall have the same meaning as in the Credit Agreement .


____________, 20__ ---|--- For Value Received, the undersigned, Turning Point Brands, Inc. , a Delaware corporation (Turning Point), and North Atlantic Trading Company, Inc. , a Delaware corporation (NATC and together with Turning Point, the Borrowers), hereby unconditionally promise to pay to ____________________________ (the Lender) or its registered assigns, on the Revolving Credit Termination Date of the hereinafter defined Credit Agreement, at the principal office of Fifth Third Bank , an Ohio banking corporation, as Administrative Agent, in Cincinnati, Ohio (or such other location as the Administrative Agent may designate to the Borrowers), in immediately available funds, the principal sum of ___________________ Dollars ($__________) or, if less, the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrowers pursuant to the Credit Agreement, together with interest on the principal amount of each Revolving Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement.

____________ , 20__ - - - | - - - For Value Received , the undersigned , Turning Point Brands , Inc . , a Delaware corporation ( Turning Point ) , and North Atlantic Trading Company , Inc . , a Delaware corporation ( NATC and together with Turning Point , the Borrowers ) , hereby unconditionally promise to pay to ____________________________ ( the Lender ) or its registered assigns , on the Revolving Credit Termination Date of the hereinafter defined Credit Agreement , at the principal office of Fifth Third Bank , an Ohio banking corporation , as Administrative Agent , in Cincinnati , Ohio ( or such other location as the Administrative Agent may designate to the Borrowers ) , in immediately available funds , the principal sum of ___________________ Dollars ( $ __________ ) or , if less , the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrowers pursuant to the Credit Agreement , together with interest on the principal amount of each Revolving Loan from time to time outstanding hereunder at the rates , and payable in the manner and on the dates , specified in the Credit Agreement .


This Revolving Note (this Note) is one of the Revolving Notes referred to in the First Lien Credit Agreement dated as of February 17, 2017 , among the Borrowers, the Guarantors party thereto, the Lenders party thereto, and Fifth Third Bank , an Ohio banking corporation, as Administrative Agent and L/C Issuer (as amended, restated, modified or supplemented from time to time, the Credit Agreement), and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement.

This Revolving Note ( this Note ) is one of the Revolving Notes referred to in the First Lien Credit Agreement dated as of February 17 , 2017 , among the Borrowers , the Guarantors party thereto , the Lenders party thereto , and Fifth Third Bank , an Ohio banking corporation , as Administrative Agent and L / C Issuer ( as amended , restated , modified or supplemented from time to time , the Credit Agreement ) , and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein , to which Credit Agreement reference is hereby made for a statement thereof . All defined terms used in this Note , except terms otherwise defined herein , shall have the same meaning as in the Credit Agreement .