REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 8th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
This Registration Rights Agreement (this “Agreement”), is made and entered into as of October 5th, 2015, by and between Twinlab Consolidated Holdings, Inc., a Nevada corporation (the “Company”), and Golisano Holdings LLC, a New York limited liability company (the “Investor”).
SIXTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • October 8th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
This SIXTH AMENDMENT TO NOTE AND WARRANT AGREEMENT (this “Amendment”), dated as of October 5, 2015, is made by and between TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation (“Parent”), TWINLAB CONSOLIDATION CORPORATION, a Delaware corporation (“TCC”), TWINLAB HOLDINGS, INC., a Michigan corporation (“Twinlab Holdings”), ISI BRANDS INC., a Michigan corporation (“ISI Brands”), and TWINLAB CORPORATION, a Delaware corporation (“Twinlab Corporation”), NUTRASCIENCE LABS, INC., a Delaware corporation, NUTRASCIENCE LABS IP CORPORATION., a Delaware corporation (each of the foregoing Persons being referred to herein individually as a “Company” and collectively as the “Companies”), and PENTA MEZZANINE SBIC FUND I, L.P., a Delaware limited partnership (the “Purchaser”).
VOTING AGREEMENTAdoption Agreement • October 8th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • Nevada
THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of this 2nd day of October, 2015 (the “Effective Date”), among Twinlab Consolidated Holdings, Inc., a Nevada corporation (the “Company”), Great Harbor Capital, LLC, a Delaware limited liability company (the “Investor”), and Golisano Holdings LLC, Thomas A. Tolworthy, Little Harbor, LLC and the David L. Van Andel Trust U/A dated November 30, 1993 (collectively, the “Key Holders”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 8th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of October 2, 2015 (the “Execution Date”), by and between Twinlab Consolidated Holdings, Inc., a Nevada corporation (the “Company”), and Golisano Holdings LLC, a New York limited liability company (the “Purchaser”).
AMENDMENT NO. 7 AND JOINDER AGREEMENT TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • October 8th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products
THIS AMENDMENT NO. 7 AND JOINDER AGREEMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made as of this 5th day of October, 2015, by and among TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation (“TCHI”), TWINLAB CONSOLIDATION CORPORATION, a Delaware corporation (“TCC”), TWINLAB HOLDINGS, INC., a Michigan corporation, ISI BRANDS INC., a Michigan corporation, TWINLAB CORPORATION, a Delaware corporation (“Twinlab Corporation”), NUTRASCIENCE LABS, INC., a Delaware corporation (formerly known as TCC CM Subco I, Inc.), and NUTRASCIENCE LABS IP CORPORATION, a Delaware corporation (formerly known as TCC CM Subco II, Inc.) (each of the foregoing Persons being referred to herein individually as a “Existing Borrower”, and collectively as “Existing Borrowers”), ORGANIC HOLDINGS LLC, a Delaware limited liability company, RESERVE LIFE ORGANICS, LLC, a Delaware limited liability company, RESVITALE, LLC, a Delaware limited liability company, RE-BODY, LLC, a Delaware limited liability
SURRENDER AGREEMENTSurrender Agreement • October 8th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products
This SURRENDER AGREEMENT (this “Agreement”) dated as of October 5, 2015, by and between Twinlab Consolidated Holdings, Inc., a Nevada corporation (“Company”), and Thomas A. Tolworthy (“Transferor”).
AMENDMENT NO. 1 TO AGREEMENT FOR LIMITED WAIVER OF NON-CIRCUMVENTION PROVISION AND TO COMPROMISE AGREEMENT AND RELEASECompromise Agreement • October 8th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products
THIS AMENDMENT NO. 1 TO AGREEMENT FOR LIMITED WAIVER OF NON-CIRCUMVENTION PROVISION AND TO COMPROMISE AGREEMENT AND RELEASE (the “Amendment”) is made as of this 1st day of October, 2015, by and between Twinlab Consolidated Holdings, Inc., a Nevada corporation (the “Company”), and Capstone Financial Group, Inc., a Nevada corporation (“Capstone”).
LIMITED WAIVER TO NOTE WARRANT AND PURCHASE AGREEMENTNote Warrant and Purchase Agreement • October 8th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
This LIMITED WAIVER TO NOTE WARRANT AND PURCHASE AGREEMENT (this “Agreement”), dated as of October 2, 2015, is made by and between TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation (“Parent”), TWINLAB CONSOLIDATION CORPORATION, a Delaware corporation (“TCC”), TWINLAB HOLDINGS, INC., a Michigan corporation (“Twinlab Holdings”), ISI BRANDS INC., a Michigan corporation (“ISI Brands”), and TWINLAB CORPORATION, a Delaware corporation (“Twinlab Corporation”), NUTRASCIENCE LABS, INC., a Delaware corporation, NUTRASCIENCE LABS IP CORPORATION., a Delaware corporation (each of the foregoing Persons being referred to herein individually as a “Company” and collectively as the “Companies”), and JL-MEZZ UTAH, LLC, an Alaska limited liability company, f/k/a JL-BBNC Mezz Utah, LLC (the “Purchaser”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • October 8th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
This Unit Purchase Agreement (this “Agreement”), dated as of September 2, 2014, which shall be effective as of the Option Exercise Date, subject to Section 11.13, is entered into by and among Naomi L. Balcombe and Robert Whittel (each a “Seller” and collectively “Sellers”), and TWINLAB CONSOLIDATION CORPORATION, a Delaware corporation (“Buyer”).
AMENDMENT NO. 1 TO UNIT PURCHASE AGREEMENTUnit Purchase Agreement • October 8th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products
THIS AMENDMENT NO. 1 TO UNIT PURCHASE AGREEMENT (the “Amendment”) is made as of this 17th day of July, 2015, by and among Naomi L. Balcombe, Robert Whittel (collectively, “Sellers”), on the one hand, and Twinlab Consolidation Corporation, a Delaware corporation (“Buyer”) on the other hand.
FIRST AMENDED AND RESTATED REVOLVING LOAN NOTETwinlab Consolidated Holdings, Inc. • October 8th, 2015 • Medicinal chemicals & botanical products
FOR VALUE RECEIVED, each of TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation, TWINLAB CONSOLIDATION CORPORATION, a Delaware corporation, TWINLAB HOLDINGS, INC., a Michigan corporation, ISI BRANDS INC., a Michigan corporation, TWINLAB CORPORATION, a Delaware corporation, NUTRASCIENCE LABS, INC., a Delaware corporation, NUTRASCIENCE LABS IP CORPORATION, a Delaware corporation, ORGANIC HOLDINGS LLC, a Delaware limited liability company, RESERVE LIFE ORGANICS, LLC, a Delaware limited liability company, RESVITALE, LLC, a Delaware limited liability company, RE-BODY, LLC, a Delaware limited liability company, INNOVITAMIN ORGANICS, LLC, a Delaware limited liability company, ORGANICS MANAGEMENT LLC, a Delaware limited liability company, COCOAWELL, LLC, a Delaware limited liability company, FEMBODY, LLC, a Delaware limited liability company, RESERVE LIFE NUTRITION, L.L.C., a Delaware limited liability company, INNOVITA SPECIALTY DISTRIBUTION, LLC, a Delaware limited liability company, a
LIMITED WAIVER TO NOTE WARRANT AND PURCHASE AGREEMENTNote Warrant and Purchase Agreement • October 8th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
This LIMITED WAIVER TO NOTE WARRANT AND PURCHASE AGREEMENT (this “Agreement”), dated as of October 2, 2015, is made by and between TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation (“Parent”), TWINLAB CONSOLIDATION CORPORATION, a Delaware corporation (“TCC”), TWINLAB HOLDINGS, INC., a Michigan corporation (“Twinlab Holdings”), ISI BRANDS INC., a Michigan corporation (“ISI Brands”), and TWINLAB CORPORATION, a Delaware corporation (“Twinlab Corporation”), NUTRASCIENCE LABS, INC., a Delaware corporation, NUTRASCIENCE LABS IP CORPORATION., a Delaware corporation (each of the foregoing Persons being referred to herein individually as a “Company” and collectively as the “Companies”), and PENTA MEZZANINE SBIC FUND I, L.P., a Delaware limited partnership (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 8th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • Florida
This Employment Agreement (the “Agreement”) is made as of October 2, 2015, between Twinlab Consolidation Corporation, a Delaware Corporation (the “Company”) and Naomi L. Balcombe (“Executive”).
