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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • Nevada
This Registration Rights Agreement (this “Agreement”), is made and entered into as of January 22, 2015, by and between Twinlab Consolidated Holdings, Inc., a Nevada corporation (the “Company”), and MidCap Funding X Trust, a Delaware statutory trust (the “Investor”).
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”).
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. • January 28th, 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").
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.
ContractSubordination Agreement • January 28th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT (JL-BBNC) DATED AS OF JANUARY 22, 2015 IN FAVOR OF MIDCAP FINANCIAL TRUST, A DELAWARE STATUTORY TRUST, ADMINISTRATIVE AGENT, WHICH SUBORDINATION AGREEMENT (JL-BBNC) (AS AMENDED IN ACCORDANCE WITH ITS TERMS) IS INCORPORATED HEREIN BY REFERENCE.
ContractSecurity Agreement • January 28th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT (JL-BBNC) DATED AS OF JANUARY 22, 2015 IN FAVOR OF MIDCAP FINANCIAL TRUST, A DELAWARE STATUTORY TRUST, ADMINISTRATIVE AGENT, WHICH SUBORDINATION AGREEMENT (JL-BBNC) (AS AMENDED IN ACCORDANCE WITH ITS TERMS) IS INCORPORATED HEREIN BY REFERENCE.
REVOLVING LOAN NOTETwinlab Consolidated Holdings, Inc. • January 28th, 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, TCC CM SUBCO I, INC., a Delaware corporation, and TCC CM SUBCO II, INC., a Delaware corporation (individually, each a “Borrower” and collectively, the “Borrowers”), hereby jointly and severally unconditionally promises to pay to the order of MIDCAP FINANCIAL TRUST, a Delaware statutory trust (together with its successors and assigns, “Lender”) at the office of Agent (as defined herein) at 7255 Woodmont Avenue, Suite 200, Bethesda, MD 20814, or at such other place as Agent may from time to time designate in writing, in lawful money of the United States of America and in immediately available funds, in the principal sum of Fifteen Million and No/100 Dollars ($15,000,000.00), or, if less, the aggregate unpaid prin
ContractSubordination Agreement • January 28th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT (PENTA) DATED AS OF JANUARY 22, 2015 IN FAVOR OF MIDCAP FINANCIAL TRUST, A DELAWARE STATUTORY TRUST, ADMINISTRATIVE AGENT, WHICH SUBORDINATION AGREEMENT (AS AMENDED IN ACCORDANCE WITH ITS TERMS) IS INCORPORATED HEREIN BY REFERENCE.
FIRST AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT, CONSENT AND JOINDERNote and Warrant Purchase Agreement • January 28th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
This FIRST AMENDMENT TO NOTE AND WARRANT AGREEMENT, CONSENT AND JOINDER (this “Amendment”), dated as of January 22, 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”; together with Parent, TCC, Twinlab Holdings and ISI Brands, the “Existing Companies”; and each individually, an “Existing Company”), TCC CM SUBCO I, INC., a Delaware corporation (“Subco I”), TCC CM SUBCO II, INC., a Delaware corporation (“Subco II”; together with Subco I, the “New Companies” and each individually, a “New Company”; and together with the Existing Companies, the “Companies” and each individually, a “Company”), and PENTA MEZZANINE SBIC FUND I, L.P., a Delaware limited partnership (the “Purchaser”).
