NOTE AND WARRANT PURCHASE AGREEMENT by and between TWINLAB CONSOLIDATED HOLDINGS, INC., TWINLAB CONSOLIDATION CORPORATION, TWINLAB HOLDINGS, INC., ISI BRANDS INC., TWINLAB CORPORATION and PENTA MEZZANINE SBIC FUND I, L.P. for $10,000,000 Principal...Note and Warrant Purchase Agreement • November 18th, 2014 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of November 13, 2014 (the “Effective Date”) is made by and between PENTA MEZZANINE SBIC FUND I, L.P., a Delaware limited partnership (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”), and TWINLAB CORPORATION, a Delaware corporation (“Twinlab Corporation”; together with Parent, TCC, Twinlab Holdings and ISI Brands, the “Companies”; and each individually, a “Company”).
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.
ContractTwinlab Consolidated Holdings, Inc. • November 18th, 2014 • 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.
FIFTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 18th, 2014 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • Ohio
THIS FIFTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is executed as of November 13, 2014 (the “Effective Date”), by and among TWINLAB CORPORATION, a Delaware corporation (“Borrower”), TWINLAB HOLDINGS, INC., a Michigan corporation formerly known as Idea Sphere Inc. (“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:
SECURITY AGREEMENTSecurity Agreement • November 18th, 2014 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
ContractTwinlab Consolidated Holdings, Inc. • November 18th, 2014 • 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.
