FOURTEENTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • April 16th, 2019 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
This FOURTEENTH AMENDMENT TO NOTE AND WARRANT AGREEMENT (this "Amendment"), dated as of November 5, 2018, is made by and between 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, and 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 Delawar
AMENDMENT NO. 7 TO UNSECURED PROMISSORY NOTE (Original Principal Amount $2,500,000)Twinlab Consolidated Holdings, Inc. • April 16th, 2019 • Medicinal chemicals & botanical products
This Amendment No. 7 to Unsecured Promissory Note (the "Amendment") is made as of this 23 day of January, 2019, by and between TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation ("Maker"), and GREAT HARBOR CAPITAL, LLC, a Delaware limited liability company ("Holder").
FOURTEENTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT AND LIMITED CONSENTNote and Warrant Purchase Agreement • April 16th, 2019 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
This FOURTEENTH AMENDMENT TO NOTE AND WARRANT AGREEMENT (this "Amendment"), dated as of November 5, 2018, is made by and between 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, and 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 Delawar
ContractLoan Note and Agreement • April 16th, 2019 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • Michigan
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT (MACATAWA BANK) DATED AS OF DECEMBER 4, 2018 IN FAVOR OF MIDCAP FUNDING X TRUST, A DELAWARE STATUTORY TRUST, AS ADMINISTRATIVE AGENT, WHICH SUBORDINATION AGREEMENT (MACATAWA BANK) (AS AMENDED IN ACCORDANCE WITH ITS TERMS) IS INCORPORATED HEREIN BY REFERENCE.
TWINLAB CONSOLIDATED HOLDINGS, INC.Twinlab Consolidated Holdings, Inc. • April 16th, 2019 • Medicinal chemicals & botanical products • New York
This Warrant (the "Warrant") certifies that, for value received, GREAT HARBOR CAPITAL, LLC, and its permitted transferees, successors and assigns (the "Holder"), is entitled to purchase from TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation (the "Company"), TWO MILLION (2,000,000) shares of common stock of the Company (subject to any adjustments pursuant to Section 3.3) issuable upon the full exercise of this Warrant at the purchase price of $0.01 per share (the "Exercise Price"), at any time prior to 5:00 P.M. Eastern Time on November 5, 2024 (the "Expiration Date").
THIRD AMENDED AND RESTATED REVOLVING LOAN NOTETwinlab Consolidated Holdings, Inc. • April 16th, 2019 • 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
AMENDMENT NO. 15 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • April 16th, 2019 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products
THIS AMENDMENT NO. 15 TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made as of this 4th day of December, 2018, by and among 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 (formerly known as TCC CM Subco I, Inc.), NUTRASCIENCE LABS IP CORPORATION, a Delaware corporation (formerly known as TCC CM Subco II, Inc.), 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, LL
AMENDMENT NO. 16 TO CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • April 16th, 2019 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products
THIS AMENDMENT NO. 16 TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made as of this 22nd day of January, 2019, by and among 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 (formerly known as TCC CM Subco I, Inc.), NUTRASCIENCE LABS IP CORPORATION, a Delaware corporation (formerly known as TCC CM Subco II, Inc.), 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, LL
LIMITED GUARANTYLimited Guaranty • April 16th, 2019 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • Michigan
THIS LIMITED GUARANTY is given as of December 4, 2018, by 463IP PARTNERS, LLC, a Delaware limited liability company ("Guarantor"), in favor of MACATAWA BANK, a Michigan banking corporation, of 10753 Macatawa Drive, Holland, Michigan 49424 ("Lender"), pursuant to a certain $15,000,000 Term Loan Note and Agreement, dated as of the date of this Guaranty, between Lender and TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation (the Borrower"), as now or in the future amended, modified, or replaced (the "Loan Agreement").
AMENDMENT NO. 1 TO AMENDED AND RESTATED UNSECURED PROMISSORY NOTE (Original Principal Amount $2,500,000)Twinlab Consolidated Holdings, Inc. • April 16th, 2019 • Medicinal chemicals & botanical products
This Amendment No. 1 to Amended and Restated Unsecured Promissory Note (the "Amendment") is made as of this 28rd day of January 2019, by and between TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation ("Maker"), and GOLISANO HOLDINGS LLC, a New York limited liability company ("Holder").
AMENDMENT NO. 6 TO UNSECURED PROMISSORY NOTE (Original Principal Amount $7,000,000)Twinlab Consolidated Holdings, Inc. • April 16th, 2019 • Medicinal chemicals & botanical products
This Amendment No. 6 to Unsecured Promissory Note (the "Amendment") is made as of this 23 day of January, 2019, by and between TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation ("Maker"), and GREAT HARBOR CAPITAL, LLC, a Delaware limited liability company ("Holder").
AMENDMENT NO. 1 TO AMENDED AND RESTATED UNSECURED DELAYED DRAW PROMISSORY NOTE (Original Principal Amount $4,769,996)Twinlab Consolidated Holdings, Inc. • April 16th, 2019 • Medicinal chemicals & botanical products
This Amendment No. 1 to Amended and Restated Unsecured Delayed Draw Promissory Note (the "Amendment") is made as of this 23 day of January, 2019, by and between TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation ("Maker"), and LITTLE HARBOR LLC, a Nevada limited liability company ("Holder").
ContractSubordination Agreement • April 16th, 2019 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
THIS NOTE IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT (GREAT HARBOR SECURED DEBT) DATED AS OF AUGUST 30, 2017 IN FAVOR OF MIDCAP FUNDING X TRUST, A DELAWARE STATUTORY TRUST, AS ADMINISTRATIVE AGENT, WHICH SUBORDINATION AGREEMENT (GREAT HARBOR SECURED DEBT) (AS AMENDED IN ACCORDANCE WITH ITS TERMS) IS INCORPORATED HEREIN BY REFERENCE (THE "MIDCAP SUBORDINATION AGREEMENT").
AMENDMENT NO. 1 TO AMENDED AND RESTATED UNSECURED PROMISSORY NOTE (Original Principal Amount $7,000,000)Twinlab Consolidated Holdings, Inc. • April 16th, 2019 • Medicinal chemicals & botanical products
This Amendment No. 1 to Amended and Restated Unsecured Promissory Note (the "Amendment") is made as of this 28 day of January, 2019, by and between TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation ("Maker"), and GOLISANO HOLDINGS LLC, a New York limited liability company ("Holder").
THIRTEENTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • April 16th, 2019 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
This THIRTEENTH AMENDMENT TO NOTE AND WARRANT AGREEMENT (this "Amendment"), dated as of November 5, 2018, is made by and between 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, and 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 Delawar
AMENDMENT NO. 1 TO AMENDED AND RESTATED UNSECURED DELAYED DRAW PROMISSORY NOTE (Original Principal Amount $4,769,996)Twinlab Consolidated Holdings, Inc. • April 16th, 2019 • Medicinal chemicals & botanical products
This Amendment No. 1 to Amended and Restated Unsecured Delayed Draw Promissory Note (the "Amendment") is made as of this 28 day of January, 2019, by and between TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation ("Maker"), and GOLISANO HOLDINGS LLC, a New York limited liability company ("Holder").
