Unaudited Pro Forma Condensed Combined Financial Information (Amounts in Thousands Except Share Amounts)Twinlab Consolidated Holdings, Inc. • December 18th, 2015 • Medicinal chemicals & botanical products
Twinlab Consolidated Holdings, Inc. (the “Company”), through its wholly owned subsidiary, Twinlab Consolidation Corporation) (“TCC”), entered into an option agreement in September 2014 (the “Option Agreement”) that gave TCC an exclusive option to purchase 100% of the outstanding equity interests of Organic Holdings, LLC (“Organic”). Organic, through its subsidiaries, is engaged in the business of developing and selling premium nutritional supplements, including under the well-known ReserveageTM Nutrition family of brands. Effective August 13, 2015, TCC exercised the option and entered into a Unit Purchase Agreement, as amended (the “Purchase Agreement”), with the owners of the membership interests of Organic (the “Sellers”). The parties subsequently agreed to extend the closing date of the Purchase Agreement to October 5, 2015 when TCC closed the transactions contemplated by the Purchase Agreement and acquired all of the membership units for a purchase price of $37,000. The Company had
CREDIT AND SECURITY AGREEMENT dated as of January 22, 2015 by and among TWINLAB CONSOLIDATED HOLDINGS, INC., TWINLAB CONSOLIDATION CORPORATION, TWINLAB HOLDINGS, INC., TWINLAB CORPORATION, ISI BRANDS INC., TCC CM SUBCO I, INC. and TCC CM SUBCO II,...Credit and Security Agreement • January 28th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • Maryland
TWINLAB CONSOLIDATED HOLDINGS, INC.Twinlab Consolidated Holdings, Inc. • November 19th, 2018 • 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 FIVE HUNDRED THOUSAND (2,500,000) 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 July 27, 2024 (the "Expiration Date").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 27th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of October 21, 2015, is entered into between Twinlab Consolidated Holdings, Inc., a Nevada corporation with its principal place of business at 632 Broadway, Suite 201, New York, New York 10012 ("Company"), and Jonathan B. Rubini, with an address of 813 D Street, Suite 200, Anchorage, AK 99501 ("Purchaser").
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
This Employment Agreement (the “Agreement”) is made as of March 15, 2015, between Twinlab Consolidation Corporation, a Delaware Corporation (the “Company”) and Mark Walsh (“Executive”).
ContractWarrant • July 27th, 2016 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
THIS WARRANT AND THE EQUITY INTERESTS THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR TRANSFERRED, OR OFFERED FOR SALE OR TRANSFER, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF.
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”).
ContractTwinlab Consolidated Holdings, Inc. • April 11th, 2016 • Medicinal chemicals & botanical products • New York
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF APRIL 5, 2016 AMONG HOLDER, MAKER AND MIDCAP FUNDING X TRUST, A DELAWARE STATUTORY TRUST, ADMINISTRATIVE AGENT, WHICH SUBORDINATION AGREEMENT (AS AMENDED IN ACCORDANCE WITH ITS TERMS) IS INCORPORATED HEREIN BY REFERENCE (the “MidCap Subordination”).
EMPLOYMENT, NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENTEmployment, Non-Competition and Proprietary Rights Agreement • May 15th, 2019 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • Florida
THIS EMPLOYMENT NON-COMPETITION AND PROPRIETARY RIGHTS AGREEMENT (the “Agreement”) is made as of this 22nd day of April, 2019 (the “Effective Date”), by and between Twinlab Consolidated Holdings, Inc., a Nevada corporation (the “Company”), and Carla Goffstein (the “Employee”).
WARRANTTwinlab Consolidated Holdings, Inc. • January 28th, 2015 • Medicinal chemicals & botanical products • Nevada
This Warrant has been issued in connection with the transactions contemplated by the Credit and Security Agreement, dated as of January 22, 2015, by and among the Company, Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, TCC CM Subco I, Inc., TCC CM Subco II, Inc., as borrowers, MidCap Financial Trust, a Delaware statutory trust, as agent (including its successor and assigns), and the financial institutions from time to time party thereto as lenders (the “Credit Agreement”).
ContractTwinlab Consolidated Holdings, Inc. • March 17th, 2017 • Medicinal chemicals & botanical products • New York
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF JANUARY 28, 2016 AMONG HOLDER, MAKER AND MIDCAP FUNDING X TRUST, A DELAWARE STATUTORY TRUST, ADMINISTRATIVE AGENT, WHICH SUBORDINATION AGREEMENT (AS AMENDED IN ACCORDANCE WITH ITS TERMS) IS INCORPORATED HEREIN BY REFERENCE (the “MidCap Subordination”).
pledge AGREEMENTPledge Agreement • January 28th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products
THIS PLEDGE AGREEMENT (this “Agreement”) is made as of January 22, 2015, by and between TWINLAB HOLDINGS, INC., a Michigan corporation (“Pledgor”), and MIDCAP FINANCIAL TRUST, a Delaware statutory trust, as agent (in such capacity, together with its successors and assigns, “Agent”) for itself and the other Lenders (as defined herein).
pledge AGREEMENTPledge Agreement • January 28th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
THIS PLEDGE AGREEMENT (this “Agreement”) is made as of January 22, 2015, by and between TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation (“Pledgor”), and PENTA MEZZANINE SBIC FUND I, L.P., a Delaware limited partnership (together with its successors and assigns, “Purchaser”).
ContractTwinlab Consolidated Holdings, Inc. • May 6th, 2015 • Medicinal chemicals & botanical products • New York
THIS WARRANT AND THE EQUITY INTERESTS THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR TRANSFERRED, OR OFFERED FOR SALE OR TRANSFER, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF.
pledge AGREEMENTPledge Agreement • January 28th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
THIS PLEDGE AGREEMENT (this “Agreement”) is made as of January 22, 2015, by and between TWINLAB CONSOLIDATION CORPORATION, a Delaware corporation (“Pledgor”), and JL-BBNC MEZZ UTAH, LLC, an Alaska limited liability company (“Lender”).
NOTE AND WARRANT PURCHASE AGREEMENT by and between TWINLAB CONSOLIDATED HOLDINGS, INC., TWINLAB CONSOLIDATION CORPORATION, TWINLAB HOLDINGS, INC., ISI BRANDS INC., TWINLAB CORPORATION, TCC CM SUBCO I, INC., TCC CM SUBCO II, INC., and JL-BBNC MEZZ...Note and Warrant Purchase Agreement • January 28th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
This NOTE AND WARRANT PURCHASE AGREEMENT (this "Agreement"), dated as of January 22, 2015 (the "Effective Date") is made by and between JL-BBNC MEZZ UTAH, LLC, an Alaska limited liability company (the "Purchaser"), 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"), TWINLAB CORPORATION, a Delaware corporation ("Twinlab Corporation"”), TCC CM SUBCO I, INC., a Delaware corporation ("Subco I"), and TCC CM SUBCO II, INC., a Delaware corporation ("Subco II"; together with Parent, TCC, Twinlab Holdings, ISI Brands, Twinlab Corporation and Subco I, the "Companies"; and each individually, a "Company").
FOURTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT AND LIMITED CONSENTNote and Warrant Purchase Agreement • September 15th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
This FOURTH AMENDMENT TO NOTE AND WARRANT AGREEMENT AND LIMITED CONSENT (this “Amendment”), dated as of September 9, 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”).
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”).
January 2, 2012Twinlab Consolidated Holdings, Inc. • September 22nd, 2014 • Services-computer processing & data preparation • New York
PUT AGREEMENT RELATED TO EXERCISE OF WARRANT 2015-17Put Agreement • September 15th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
This Put Agreement Related to Exercise of Warrant 2015-17(the “Put Agreement”) is made and entered as of this 9th day of September 2015 (the “Effective Date”) by and among TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation (the “Company”) and the DAVID L. VAN ANDEL TRUST, UNDER TRUST AGREEMENT DATED NOVEMBER 30, 1993 (the “Trust”).
ContractNote and Warrant Purchase Agreement • November 18th, 2014 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 13, 2014 IN FAVOR OF FIFTH THIRD BANK, WHICH SUBORDINATION AGREEMENT (AS AMENDED IN ACCORDANCE WITH ITS TERMS) IS INCORPORATED HEREIN BY REFERENCE.
COMMON STOCK PUT AGREEMENTCommon Stock Put Agreement • October 6th, 2014 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
COMMON STOCK PUT AGREEMENT (this “Agreement”), dated as of September 30, 2014, between Twinlab Consolidated Holdings, Inc., a Nevada corporation (“TCH”), and Capstone Financial Group, Inc., a Nevada corporation (“Capstone”).
TWINLAB CONSOLIDATED HOLDINGS, INC.Twinlab Consolidated Holdings, Inc. • January 28th, 2015 • Medicinal chemicals & botanical products • New York
This Warrant has been issued pursuant to the Note and Warrant Purchase Agreement, dated as of November 13, 2014, by and among the Company, Twinlab CONSOLIDATION Corporation, a Delaware corporation, Twinlab Holdings, Inc., a Michigan corporation, ISI Brands Inc., a Michigan corporation, Twinlab Corporation, a Delaware corporation, and the Holder (as amended by the First Amendment to Note and Warrant Purchase Agreement, Consent and Joinder, dated as of the date hereof, the “Purchase Agreement”), and is subject to the terms and conditions, and entitled to the benefits, thereof, including provisions providing certain information and other rights. A copy of the Purchase Agreement is available for inspection at the principal office of the Company and will be furnished without charge to the Holder upon written request to the Company.
A FIFTH THIRD BANCORP BANK GUARANTYGuaranty • September 22nd, 2014 • Twinlab Consolidated Holdings, Inc. • Services-computer processing & data preparation
THIS GUARANTY (this “Guaranty”), dated as of September 16, 2014 (the “Effective Date”), made by TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation (“Guarantor”), to, and for the benefit of, FIFTH THIRD BANK, an Ohio banking corporation and successor by merger to Fifth Third Bank, a Michigan banking corporation, for itself and as agent for each affiliate of Fifth Third Bancorp (collectively, “Lender”), is as follows:
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”).
THIRTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 22nd, 2014 • Twinlab Consolidated Holdings, Inc. • Services-computer processing & data preparation • Ohio
THIS THIRTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is executed as of August 7, 2014 (the “Signature Date”), and dated to be effective as of July 31, 2014 (the “Effective Date”), by and among TWINLAB CORPORATION, a Delaware corporation (“Borrower”), IDEA SPHERE INC., a Michigan corporation (“Parent”), and FIFTH THIRD BANK, an Ohio banking corporation and successor by merger to Fifth Third Bank, a Michigan banking corporation (“Lender”), is as follows:
WARRANTTwinlab Consolidated Holdings, Inc. • May 15th, 2019 • Medicinal chemicals & botanical products • Nevada
This Warrant has been issued in connection with that certain Amendment No. 17, dated as of date hereof, relating to that certain Credit and Security Agreement, dated as of January 22, 2015, by and among the Company and the Company's subsidiaries, as borrowers, MidCap Funding IV Trust, a Delaware statutory trust (successor-by-assignment to MidCap Funding X Trust, successor-by-assignment to MidCap Financial Trust), as agent, and the financial institutions from time to time party thereto as lenders (as amended from time to time, the "Credit Agreement").
FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT AND CONSENTNote and Warrant Purchase Agreement • February 9th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
This FIRST AMENDMENT TO NOTE AND WARRANT AGREEMENT AND CONSENT (this “Amendment”), dated as of February 4, 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”), TCC CM SUBCO I, INC., a Delaware corporation (“Subco I”), TCC CM SUBCO II, INC., a Delaware corporation (“Subco II”; and together with Parent, TCC, Twinlab Holdings, ISI Brands, Twinlab Corporation and Subco I, the “Companies” and each individually, a “Company”), and JL-BBNC MEZZ UTAH, LLC, an Alaska limited liability company (the “Purchaser”).
ContractPurchase Agreement • February 9th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A STANDSTILL AGREEMENT DATED AS OF FEBRUARY 4, 2015 AMONG HOLDER, MAKER AND MIDCAP FUNDING X TRUST, A DELAWARE STATUTORY TRUST, ADMINISTRATIVE AGENT, WHICH STANDSTILL AGREEMENT (AS AMENDED IN ACCORDANCE WITH ITS TERMS) IS INCORPORATED HEREIN BY REFERENCE.
FIFTEENTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • August 14th, 2019 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
This FIFTEENTH AMENDMENT TO NOTE AND WARRANT AGREEMENT (this "Amendment"), dated as of July 8th, 2019, 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 Delaware l
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • July 7th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • California
Employment AgreementEmployment Agreement • September 26th, 2016 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of September 21, 2016 and made effective as of March 16, 2016 (the “Commencement Date”), by and between Twinlab Consolidated Holdings, Inc., a Nevada corporation (the “Company”) and Naomi L. Whittel (the “Executive”).
CONSULTING AGREEMENTConsulting Agreement • March 21st, 2014 • Mirror Me, Inc. • Services-computer processing & data preparation • California
THIS AGREEMENT (the “Agreement”) is made and entered into this 4th day of November, 2013, by and between TechiT Marketing Group, Inc., (hereinafter referred to as “TECHIT”) and Mirror Me, Inc., (hereinafter referred to as the “Company”) (together the “Parties”).
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
THIRD AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT, LIMITED CONSENT AND LIMITED WAIVERNote and Warrant Purchase Agreement • July 7th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
This THIRD AMENDMENT TO NOTE AND WARRANT AGREEMENT, LIMITED CONSENT AND LIMITED WAIVER (this “Amendment”), dated as of June 30, 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-BBNC MEZZ UTAH, LLC, a Alaska limited liability (the “Purchaser”).
