ContractWarrant Agreement • February 9th, 2015 • 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 • February 9th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
This Registration Rights Agreement (this “Agreement”), is made and entered into as of February 6, 2015, by and between Twinlab Consolidated Holdings, Inc., a Nevada corporation (the “Company”), and 2014 Huntington Holdings, LLC (“Investor”).
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”).
ContractStandstill 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.
SECOND 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 SECOND 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 PENTA MEZZANINE SBIC FUND I, L.P., a Delaware limited partnership (the “Purchaser”).
TRANSITION SERVICES AGREEMENT betweenTransition Services Agreement • February 9th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
This Transition Services Agreement (this “Agreement”) is made and entered into as of February 6, 2015, by and between TCC CM Subco I, Inc., a Delaware corporation (“Buyer”), Nutricap Labs, LLC, a New York limited liability company (“NC”), and Vitacap Labs, LLC, a New York limited liability company (“Vita”).
AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT AND LIMITED CONSENTCredit and Security Agreement • February 9th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products
THIS AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT AND LIMITED CONSENT (this “Amendment”) is made as of this 4th day of February, 2015, 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, TCC CM SUBCO I, INC., a Delaware corporation, and TCC CM SUBCO II, INC., a Delaware corporation (each of the foregoing Persons being referred to herein individually as a “Borrower”, and collectively as “Borrowers”), and MIDCAP FUNDING X TRUST, a Delaware statutory trust, as successor-by-assignment from MidCap Financial Trust (as Agent for Lenders, “Agent”, and individually, as a Lender), and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 9th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
This Asset Purchase Agreement (this “Agreement”), dated as of February 4, 2015 and effective as of the Option Exercise Date (as defined herein), is entered into by and among NUTRICAP LABS, LLC, a New York limited liability company (“Nutricap”), VITACAP LABS, LLC, a New York limited liability company (“Vitacap” and with Nutricap, each being a “Seller” and together, the “Sellers”), CANYON MARKETING V, LLC, a Delaware limited liability company (“Canyon V”), CANYON MARKETING II, INC., a New York corporation, (“Canyon II”), CANYON MARKETING III, LLC, a Delaware limited liability company (“Canyon III”, and together with Canyon II and Canyon V, the “Members”) and TCC CM SUBCO I, INC., a Delaware corporation (“Buyer”).
