Exhibit 10.10


 





INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement, dated as of this _____ day of __________, 20____ (this “Agreement”), is
made by and between Turning Point Brands, Inc., a Delaware corporation (the “Company”), and ______________
(“Indemnitee”).


 


RECITALS:


 


A.               
Section 141 of the Delaware General Corporation Law (“DGCL”) provides that the business and
affairs of a corporation shall be managed by or under the direction of its board of directors.


 


B.                
By virtue of the managerial prerogatives vested in the directors of a Delaware corporation, directors act as fiduciaries
of the corporation and its stockholders.


 


C.                
It is critically important to the Company and its stockholders that the Company be able to attract and retain the most capable
persons reasonably available to serve as directors and named executive officers (“NEOs”) of the Company.


 


D.               
In recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in
corporate management, Delaware law authorizes (and in some instances requires) corporations to indemnify their directors and officers,
and further authorizes corporations to purchase and maintain insurance for the benefit of their directors and officers.


 


E.                
The Delaware courts have recognized that indemnification by a corporation serves the dual policies of (1) allowing
corporate officials to resist unjustified lawsuits, secure in the knowledge that, if vindicated, the corporation will bear the
expense of litigation, and (2) encouraging capable persons to serve as corporate directors and officers, secure in the knowledge
that the corporation will absorb the costs of defending their honesty and integrity.


 


F.                 
Under Delaware law, a director’s or officer’s right to be reimbursed for the costs of defense of criminal actions,
whether such claims are asserted under state or federal law, does not depend upon the merits of the claims asserted against the
director or officer and is separate and distinct from any right to indemnification the director or officer may be able to establish.


 


G.                Indemnitee
[is][will be] a [director][NEO] of the Company and his
or her willingness to serve in such capacity is predicated, in substantial part, upon the Company’s willingness to
indemnify him or her in accordance with the principles reflected above, to the fullest extent permitted by the laws of the
State of Delaware, and upon the other undertakings set forth in this Agreement.


 






    	 



    	 



    

 


H.               
Therefore, in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order
to procure Indemnitee’s continued service as a director or officer of the Company and to enhance Indemnitee’s ability
to serve the Company in an effective manner, and in order to provide such protection pursuant to express contract rights (intended
to be enforceable irrespective of, among other things, any amendment to the Company’s amended and restated certificate of
incorporation or amended and restated bylaws (collectively, the “Constituent Documents”), any change
in the composition of the Company’s Board of Directors (the “Board”) or any change-in-control
or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification
of and the advancement of Expenses to Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under
the Company’s directors’ and officers’ liability insurance policies.


 


I.                  
In light of the considerations referred to in the preceding recitals, it is the Company’s intention and desire that
the provisions of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided
to Indemnitee hereunder.


 


AGREEMENT:


 


NOW, THEREFORE, the parties
hereby agree as follows:


 


1.            
Certain Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings
when used in this Agreement with initial capital letters:


 


(a)               
“Change in Control” shall have occurred at such time, if any, as Incumbent Directors cease for
any reason to constitute a majority of Directors. For purpose of this Section 1(a), “Incumbent Directors”
means the individuals who, as of the date hereof, are Directors of the Company and any individual becoming a Director subsequent
to the date hereof whose election, nomination for election by the Company’s stockholders, or appointment, was approved by
a vote of at least two-thirds of the then Incumbent Directors (either by a specific vote or by approval of the proxy statement
of the Company in which such person is named as a nominee for director, without objection to such nomination); provided, however,
that an individual shall not be an Incumbent Director if such individual’s election or appointment to the Board occurs as
a result of an actual or threatened election contest (as described in Rule 14a-12(c) of the Securities Exchange Act of 1934,
as amended) with respect to the election or removal of Directors or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board.


 


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


 






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(c)               
“Controlled Affiliate” means any corporation, limited liability company, partnership, joint venture,
trust or other entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes
of this definition, “control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of an entity or enterprise, whether through the ownership of voting securities,
through other voting rights, by contract or otherwise; provided that direct or indirect beneficial ownership of capital stock or
other interests in an entity or enterprise entitling the holder to cast 15% or more of the total number of votes generally
entitled to be cast in the election of directors (or persons performing comparable functions) of such entity or enterprise shall
be deemed to constitute control for purposes of this definition.


 


(d)              
“Disinterested Director” means a director of the Company who is not and was not a party to the
Claim in respect of which indemnification is sought by Indemnitee.


 


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


 


(f)               
“Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any
actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director or officer of the Company
(or in any other capacity while serving as a director or officer of the Company), or as a director, officer or trustee of any other
corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise (each, an “Enterprise”),
as to which Indemnitee is or was serving at the request of the Company (or in any other capacity while serving as a director, officer
or trustee of any such Enterprise), (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of
any business, transaction, communication, filing, disclosure or other activity of the Company or any other Enterprise, or (iii) Indemnitee’s
status as a current or former director or officer of the Company or as a current or former director, officer or trustee of any
other Enterprise or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction
imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes
of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer
or trustee of another Enterprise if Indemnitee is or was serving as a director, officer or trustee of such Enterprise and (A) such
Enterprise is or at the time of such service was a Controlled Affiliate, (B) such Enterprise is or at the time of such service
was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (C) the
Company or a Controlled Affiliate (by action of the Board, any committee thereof or the Company’s Chief Executive Officer
(“CEO”) (other than as the CEO him or herself)) caused or authorized Indemnitee to be nominated, elected,
appointed, designated, employed, engaged or selected to serve in such capacity.


 


(g)              
“Indemnifiable Losses” means any and all Losses relating to, arising out of or resulting from
any Indemnifiable Claim; provided, however, that Indemnifiable Losses shall not include Losses incurred by Indemnitee in respect
of any Indemnifiable Claim (or any matter or issue therein) as to which Indemnitee shall have been adjudged liable to the Company,
unless and only to the extent that the Delaware Court of Chancery or the court in which such Indemnifiable Claim was brought shall
determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee
is fairly and reasonably entitled to indemnification for such Expenses as the court shall deem proper.


 






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(h)              
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters
of corporation law and neither presently is, nor in the past three years has been, retained to represent: (i) the Company
(or any subsidiary of the Company) or Indemnitee in any matter material to either such party (other than with respect to matters
concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements) or (ii) any
other named (or, as to a threatened matter, reasonably likely to be named) party to the Indemnifiable Claim giving rise to a claim
for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not
include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 


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


 


(j)                
“Person” means any individual, entity, or group, within the meaning of Section 13(d)(3) or 14(d)(2)
of the Securities Exchange Act of 1934, as amended.


 


(k)              
“Standard of Conduct” means the standard for conduct by Indemnitee that is a condition precedent
to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from an Indemnifiable
Claim. The Standard of Conduct is (i) good faith and reasonable belief by Indemnitee that his or her action was in or not
opposed to the best interests of the Company and, with respect to any criminal action or proceeding, that Indemnitee had no reasonable
cause to believe that his or her conduct was unlawful, or (ii) any other applicable standard of conduct that may hereafter
be substituted under Section 145(a) or (b) of the DGCL or any successor to such provision(s).


 


2.            
Indemnification Obligation. Subject only to Section 8 and to the proviso in this Section, the Company shall
indemnify, defend and hold harmless Indemnitee, to the fullest extent permitted or required by the laws of the State of Delaware
in effect on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted
indemnification, against any and all Indemnifiable Claims and Indemnifiable Losses; provided, however, that, except as provided
in Section 4, Indemnitee shall not be entitled to indemnification pursuant to this Agreement in connection with any Claim
initiated by Indemnitee against the Company or any director or officer of the Company unless the Board has authorized the initiation
of such Claim. The Company acknowledges that the foregoing obligation may be broader than that now provided by applicable law and
the Company’s Constituent Documents and intends that it be interpreted consistently with this Section and the recitals to
this Agreement.


 






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3.            
Advancement of Expenses. Indemnitee shall have the right to advancement by the Company prior to the final disposition
of any Indemnifiable Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or
incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely to be paid or incurred by Indemnitee
and as to which Indemnitee’s counsel provides supporting documentation. Without limiting the generality or effect of any
other provision hereof, Indemnitee’s right to such advancement is not subject to the satisfaction of any Standard of Conduct.
Without limiting the generality or effect of the foregoing, within 20 days after any request by Indemnitee that is accompanied
by supporting documentation for specific Expenses to be reimbursed or advanced, the Company shall, in accordance with such request
(but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount
sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided that Indemnitee shall repay, without
interest any amounts actually advanced to Indemnitee that, at the final disposition of the Indemnifiable Claim to which the advance
related, were in excess of amounts paid or payable by Indemnitee in respect of Expenses relating to, arising out of or resulting
from such Indemnifiable Claim. In connection with any such payment, advancement or reimbursement, at the request of the Company,
Indemnitee shall execute and deliver to the Company an undertaking, which need not be secured and shall be accepted without reference
to Indemnitee’s ability to repay the Expenses, by or on behalf of the Indemnitee, to repay any amounts paid, advanced or
reimbursed by the Company in respect of Expenses relating to, arising out of or resulting from any Indemnifiable Claim in respect
of which it shall have been determined, following the final disposition of such Indemnifiable Claim and in accordance with Section 8,
that Indemnitee is not entitled to indemnification hereunder.


 


4.            
Indemnification for Expenses in Enforcing Rights. Without limiting the generality or effect of the foregoing, the
Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or
advance to Indemnitee, within 20 days of such request accompanied by supporting documentation for specific Expenses to be reimbursed
or advanced, any and all Expenses paid or incurred by Indemnitee or which Indemnitee determines in good faith are reasonably likely
to be paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted by Indemnitee in connection with
the following:


 


(a)               
Recovery under any directors’ and officers’ liability insurance policies maintained by the Company;


 


(b)              
Indemnification or reimbursement or advance payment of Expenses by the Company under any provision of the Constituent Documents
now or hereafter in effect relating to the Indemnifiable Claims; and


 


(c)               
Indemnification or reimbursement or advance payment of Expenses by the Company under this Agreement if a claim under Section 2
or 3 is not paid in full by the Company within 60 days after the determination set forth in Section 8(d) is made, except in the
case of a claim for an advancement of Expenses, in which case the applicable period shall be 20 days.


 






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(i)             
In (x) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought
by the Indemnitee to enforce a right to an advancement of Expenses) it shall be a defense that, and (y) in any suit brought
by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to
recover such Expenses upon a final adjudication that, the Indemnitee has not met any applicable Standard of Conduct. Neither the
failure of the Company (including its directors who are not parties to such action, a committee of such directors, Independent
Counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee
is proper in the circumstances because the Indemnitee has met the applicable Standard of Conduct, nor an actual determination by
the Company (including its directors who are not parties to such action, a committee of such directors, Independent Counsel, or
its stockholders) that the Indemnitee has not met such applicable Standard of Conduct, shall create a presumption that the Indemnitee
has not met the applicable Standard of Conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit.



 


(ii)           
In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of Expenses hereunder,
or brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the burden of proving
that the Indemnitee is not entitled to be indemnified, or to such advancement of Expenses shall be on the Company.


 


In the event that the
Indemnitee is ultimately determined not to be entitled to such indemnification, reimbursement, advance or insurance recovery pursuant
to this Section 4, as the case may be, then all amounts advanced under this Section 4 shall be repaid. Indemnitee shall be required
to reimburse the Company in the event that a final judicial determination is made that such action brought by Indemnitee was frivolous
or not made in good faith.


 


5.            
Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of any Indemnifiable Loss but not for all of the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion thereof to which Indemnitee is entitled.


 


6.            
Procedure for Notification. To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or
Indemnifiable Loss, Indemnitee shall submit to the Company a written request therefor, including a brief description (based upon
information then available to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of
such request, the Company has directors’ and officers’ liability insurance in effect under which coverage for such
Indemnifiable Claim or Indemnifiable Loss is potentially available, the Company shall give prompt written notice of such Indemnifiable
Claim or Indemnifiable Loss to the applicable insurers in accordance with the procedures set forth in the applicable policies.
The Company shall provide to Indemnitee a copy of such notice delivered to the applicable insurers and, upon Indemnitee’s
request, copies of all subsequent correspondence between the Company and such insurers regarding the Indemnifiable Claim or Indemnifiable
Loss, in each case substantially concurrently with the delivery thereof by the Company. The failure by Indemnitee to timely notify
the Company of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company from any liability hereunder unless,
and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or Indemnifiable Loss and such failure
results in forfeiture by the Company of substantial defenses, rights or insurance coverage.


 






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7.            
Defense of Claims. Subject to the provisions of applicable policies of directors’ and officers’ liability
insurance, the Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume or lead the defense
thereof with counsel reasonably satisfactory to the Indemnitee; provided that if Indemnitee determines, after consultation with
counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such
counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded
parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available
to him or her that are different from or in addition to those available to the Company or (c) Indemnitee has interests in the claim
or underlying subject matter that are different from or in addition to those of other Persons against whom the Claim has been made
or might reasonably be expected to be made, then Indemnitee shall be entitled to retain separate counsel (but not more than one
law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim for all indemnitees in Indemnitee’s
circumstances) at the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts
paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s prior written consent.
The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending
Indemnifiable Claim which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money
and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter
of such Indemnifiable Claim.


 


8.            
Determination of Right to Indemnification.


 


(a)               
To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim
or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice,
Indemnitee shall be indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable
Claim in accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 8(b)) shall be required.


 






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(b)              
To the extent that the provisions of Section 8(a) are inapplicable to an Indemnifiable Claim that shall have been finally
disposed of, any determination of whether Indemnitee has satisfied the applicable Standard of Conduct (a “Standard
of Conduct Determination”) shall be made as follows: (i) if a Change in Control shall not have occurred, or
if a Change in Control shall have occurred but Indemnitee shall have requested that the Standard of Conduct Determination be made
pursuant to this clause (i), (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the
Board, (B) if such Disinterested Directors so direct, by a majority vote of a committee of Disinterested Directors designated
by a majority vote of all Disinterested Directors, or (C) if there are no such Disinterested Directors, or if a majority of
the Disinterested Directors so direct, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall
be delivered to Indemnitee; and (ii) if a Change in Control shall have occurred and Indemnitee shall not have requested that
the Standard of Conduct Determination be made pursuant to clause (i), by Independent Counsel in a written opinion addressed
to the Board, a copy of which shall be delivered to Indemnitee. Indemnitee shall cooperate with reasonable requests of the individual
or firm making such Standard of Conduct Determination, including providing to such Person documentation or information which is
not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary
to such determination without incurring any unreimbursed cost in connection therewith. The Company shall indemnify and hold harmless
Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within 20 days of
such request accompanied by supporting documentation for specific costs and expenses to be reimbursed or advanced, any and all
costs and expenses (including attorneys’ and experts’ fees and expenses) incurred by Indemnitee in so cooperating with
the Person making such Standard of Conduct Determination.


 


(c)               
The Company shall use its reasonable efforts to cause any Standard of Conduct Determination required under Section 8(b)
to be made as promptly as practicable. If (i) the Person empowered or selected under Section 8 to make the Standard of
Conduct Determination shall not have made a determination within 30 days after the later of (A) receipt by the Company
of written notice from Indemnitee advising the Company of the final disposition of the applicable Indemnifiable Claim (the date
of such receipt being the “Notification Date”) and (B) the selection of an Independent Counsel,
if such determination is to be made by Independent Counsel, that is permitted under the provisions of Section 8(e) to make
such determination, and (ii) Indemnitee shall have fulfilled his or her obligations set forth in the second sentence of Section 8(b),
then Indemnitee shall be deemed to have satisfied the applicable Standard of Conduct; provided that such 30-day period may
be extended for a reasonable time, not to exceed an additional 30 days, if the Person making such determination in good faith
requires such additional time for the obtaining or evaluation or documentation and/or information relating thereto.


 


(d)              
If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 8(a),
(ii) no determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law is a legally
required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee
has been determined or deemed pursuant to Section 8(b) or (c) to have satisfied the applicable Standard of Conduct, then
the Company shall pay to Indemnitee, within 60 days after the later of (x) the Notification Date in respect of the Indemnifiable
Claim or portion thereof to which such Indemnifiable Losses are related, out of which such Indemnifiable Losses arose or from which
such Indemnifiable Losses resulted and (y) the earliest date on which the applicable criterion specified in clause (i),
(ii) or (iii) above shall have been satisfied, an amount equal to the amount of such Indemnifiable Losses. Nothing herein
is intended to mean or imply that the Company is intending to use Section 145(f) of the DGCL to dispense with a requirement
that Indemnitee meet the applicable Standard of Conduct where it is otherwise required by such statute.


 






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(e)               
If a Standard of Conduct Determination is required to be, but has not been, made by Independent Counsel pursuant to Section 8(b)(i),
the Independent Counsel shall be selected by the Board or a Board Committee, and the Company shall give written notice to Indemnitee
advising him or her of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is required
to be, or to have been, made by Independent Counsel pursuant to Section 8(b)(ii), the Independent Counsel shall be selected
by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so
selected. In either case, Indemnitee or the Company, as applicable, may, within five business days after receiving written notice
of selection from the other, deliver to the other a written objection to such selection; provided, however, that such objection
may be asserted only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition
of “Independent Counsel” in Section 1(h), and the objection shall set forth with particularity the
factual basis of such assertion. Absent a proper and timely objection, the Person so selected shall act as Independent Counsel.
If such written objection is properly and timely made and substantiated, (i) the Independent Counsel so selected may not serve
as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit
and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and give written notice to
the other party advising such other party of the identity of the alternative Independent Counsel so selected, in which case the
provisions of the two immediately preceding sentences and clause (i) of this sentence shall apply to such subsequent selection
and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative
selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 8(e) to make the Standard
of Conduct Determination shall have been selected within 30 days after the Company gives its initial notice pursuant to the
first sentence of this Section 8(e) or Indemnitee gives its initial notice pursuant to the second sentence of this Section 8(e),
as the case may be, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution
of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel
and/or for the appointment as Independent Counsel of a person or firm selected by the Court or by such other person as the Court
shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed
will act as Independent Counsel. In all events, the Company shall pay all of the actual and reasonable fees and expenses of the
Independent Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section 8(b).


 


9.            
Presumption of Entitlement. Notwithstanding any other provision hereof, in making any Standard of Conduct Determination,
the Person making such determination shall presume that Indemnitee has satisfied the applicable Standard of Conduct, and the Company
may overcome such presumption only by its adducing clear and convincing evidence to the contrary. Any Standard of Conduct Determination
that is adverse to Indemnitee may be challenged by the Indemnitee in the Court of Chancery of the State of Delaware.


 


10.          
No Other Presumption. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a
presumption that Indemnitee did not meet any applicable Standard of Conduct or that indemnification hereunder is otherwise not
permitted.


 






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11.          
Non Exclusivity. The rights of Indemnitee to be indemnified under any other agreement, document, certificate, instrument,
Constituent Documents, insurance policy or applicable law (collectively, “Other Indemnity Provisions”)
are independent of and in addition to any rights of Indemnitee to be indemnified under this Agreement, provided that the obligations
of the Company hereunder shall be primary. Notwithstanding the foregoing, Indemnitee may choose to seek indemnification from any
potential source of indemnification regardless of whether such indemnitor is primary or secondary. Indemnitee’s election
to seek advancement of indemnified sums from any secondary indemnifying party will not limit the right of Indemnitee, or any secondary
indemnitor proceeding under subrogation rights or otherwise, from seeking indemnification from the Company to the extent that the
obligations of the Company are primary. To the extent that (a) Indemnitee otherwise would have any greater right to indemnification
under any Other Indemnity Provision, Indemnitee will without further action be deemed to have such greater right hereunder, and
(b) any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under
this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The Company may not, without
the consent of Indemnitee, adopt any amendment to any of the Constituent Documents the effect of which would be to deny, diminish
or encumber Indemnitee’s right to indemnification under this Agreement or any Other Indemnity Provision.


 


12.          
Liability Insurance and Funding. For the duration of Indemnitee’s service as a director and/or officer of the
Company and for not less than six years thereafter, the Company shall use commercially reasonable efforts (taking into account
the scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’
and officers’ liability insurance providing coverage for Indemnitee that is at least as favorable in scope and amount to
that provided by the Company’s current policies of directors’ and officers’ liability insurance. Upon request,
the Company shall provide Indemnitee or his or her counsel with a copy of all directors’ and officers’ liability insurance
applications, binders, policies, declarations, endorsements and other related materials. In all policies of directors’ and
officers’ liability insurance obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide
Indemnitee the same rights and benefits, subject to the same limitations, as are accorded to the Company’s directors and
officers most favorably insured by such policy. Notwithstanding the foregoing, (i) the Company may, but shall not be required
to, create a trust fund, grant a security interest or use other means, including without limitation a letter of credit, to ensure
the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses pursuant to this Agreement
and (ii) in renewing or seeking to renew any insurance hereunder, the Company will not be required to expend more than 3.0
times the premium amount of the immediately preceding policy period (equitably adjusted if necessary to reflect differences in
policy periods).


 


13.          
No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee
in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses
incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise
(including from any Enterprise referred to in Section 1(f)) in respect of such Indemnifiable Losses otherwise indemnifiable
hereunder.


 


14.          
Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not
be obligated to (a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee,
including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense,
except (i) proceedings referenced in Section 4 (unless a court of competent jurisdiction determines that each of the material assertions
made by Indemnitee in such proceeding was not made in good faith or was frivolous) or (ii) where the Company has joined in or the
Board has consented to the initiation of such proceedings, (b) indemnify Indemnitee if a final decision by a court of competent
jurisdiction determines that such indemnification is prohibited by applicable law (c) indemnify Indemnitee for the disgorgement
of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange
Act, or any similar successor statute.


 






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15.          
Successors. Binding Agreement and Survival.


 


(a)               
The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization
or otherwise) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this
Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place.
This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company, including without
limitation any Person acquiring directly or indirectly all or substantially all of the business or assets of the Company whether
by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed the “Company”
for purposes of this Agreement), but shall not otherwise be assignable or delegable by the Company.


 


(b)              
This Agreement shall inure to the benefit of and be enforceable by the Indemnitee’s personal or legal representatives,
executors, administrators, heirs, distributees and legatees.


 


(c)               
This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or
delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 15(a) and 15(b).
Without limiting the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be
assignable, whether by pledge, creation of a security interest or otherwise, other than by a transfer by the Indemnitee’s
will or by the laws of descent and distribution, and, in the event of any attempted assignment or transfer contrary to this Section 15(c),
the Company shall have no liability to pay any amount so attempted to be assigned or transferred.


 


(d)              
For the avoidance of doubt, this Agreement shall survive and continue even though Indemnitee may have terminated his or
her service as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee
or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise,
whether or not for profit, as to which Indemnitee is or was serving at the request of the Company.


 


16.          
Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents,
requests or approvals, required or permitted to be given hereunder must be in writing and shall be deemed to have been duly given
when hand delivered or dispatched by electronic facsimile or other electronic transmission (with receipt thereof orally confirmed),
or one business day after having been sent for next day delivery by a nationally recognized overnight courier service, addressed
to the Company (to the attention of the Secretary of the Company) and to Indemnitee at the applicable address shown on the signature
page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except
that notices of changes of address will be effective only upon receipt.


 






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17.          
Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by
and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict
of laws of such State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the Chancery Court of
the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement,
waive all procedural objections to suit in that jurisdiction, including without limitation objections as to venue or inconvenience,
agree that service in any such action may be made by notice given in accordance with Section 16 and also agree that any action
instituted under this Agreement shall be brought only in the Chancery Court of the State of Delaware.


 


18.          
Validity. If any provision of this Agreement or the application of any provision hereof to any Person or circumstance
is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any
other Person or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal
shall be reformed to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any
court or other adjudicative body shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise
illegal as contemplated by the immediately preceding sentence, the parties thereto shall take all such action as may be necessary
or appropriate to replace the provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative
provisions that effectuate the purpose and intent of the original provisions of this Agreement as fully as possible without being
invalid, unenforceable or otherwise illegal.


 


19.          
Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification
or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any
breach by the other party hereto or compliance with any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made
by either party that are not set forth expressly in this Agreement.


 


20.          
Certain Interpretive Matters. Unless the context of this Agreement otherwise requires, (a) “it” or “its”
or words of any gender include each other gender, (b) words using the singular or plural number also include the plural or
singular number, respectively, (c) the terms “hereof,” “herein,” “hereby” and derivative
or similar words refer to this entire Agreement, (d) the terms “Article,” “Section,” “Annex”
or “Exhibit” refer to the specified Article, Section, Annex or Exhibit of or to this Agreement, (e) the terms
“include,” “includes” and “including” will be deemed to be followed by the words “without
limitation” (whether or not so expressed), and (f) the word “or” is disjunctive but not exclusive. Whenever
this Agreement refers to a number of days, such number will refer to calendar days unless business days are specified and whenever
action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period
of time or by a particular date that ends or occurs on a non-business day, then such period or date will be extended until the
immediately following business day. As used herein, “business day” means any day other than Saturday, Sunday or a United
States federal holiday.


 






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21.          
Entire Agreement. This Agreement and the Constituent Documents constitute the entire agreement, and supersede all
prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter of this
Agreement. Any prior agreements or understandings between the parties hereto with respect to indemnification are hereby terminated
and of no further force or effect.


 


22.          
Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original
but all of which together shall constitute one and the same agreement.


 


[SIGNATURES ON NEXT PAGE]


 






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IN WITNESS WHEREOF, Indemnitee
has executed and the Company has caused its duly authorized representative to execute this Agreement as of the date first above
written.


 


Turning Point Brands,
Inc.


 


By:                                                                               


 


Name:                                                                          


 


Title:                                                                            


 


INDEMNITEE:


 


Name:                                                                         


 


ddress:                                                                        


 


 


 


 





[Signature Page to Indemnification Agreement]