STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 7th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of June 30, 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 JL-BBNC Mezz Utah, LLC, an Alaska limited liability company, with offices at 701 West 8th Street, Suite 1200, Anchorage, AK 99501 ("Purchaser").
COMMERCIAL LEASE AGREEMENTCommercial Lease Agreement • July 7th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • California
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”).
AMENDMENT NO. 4 TO CREDIT AND SECURITY AGREEMENT AND LIMITED WAIVERCredit and Security Agreement • July 7th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products
THIS AMENDMENT NO. 4 TO CREDIT AND SECURITY AGREEMENT AND LIMITED WAIVER (this “Amendment”) is made as of this 30th day of June, 2015, by and among TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation (“TCHI”), TWINLAB CONSOLIDATION CORPORATION, a Delaware corporation (“TCC”), 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.), and NUTRASCIENCE LABS IP CORPORATION, a Delaware corporation (formerly known as TCC CM Subco II, Inc.) (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
AMENDMENT NO. 5 TO CREDIT AND SECURITY AGREEMENT AND LIMITED CONSENTCredit and Security Agreement • July 7th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products
THIS AMENDMENT NO. 5 TO CREDIT AND SECURITY AGREEMENT AND LIMITED CONSENT (this “Amendment”) is made as of this 30th day of June, 2015, by and among TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation (“TCHI”), TWINLAB CONSOLIDATION CORPORATION, a Delaware corporation (“TCC”), TWINLAB HOLDINGS, INC., a Michigan corporation, ISI BRANDS INC., a Michigan corporation, TWINLAB CORPORATION, a Delaware corporation (“Twinlab Corporation”), NUTRASCIENCE LABS, INC., a Delaware corporation (formerly known as TCC CM Subco I, Inc.), and NUTRASCIENCE LABS IP CORPORATION, a Delaware corporation (formerly known as TCC CM Subco II, Inc.) (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 ti
ContractTwinlab Consolidated Holdings, Inc. • July 7th, 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.
ContractPurchase Agreement • July 7th, 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 (the “MidCap Standstill”).
ContractWarrant • July 7th, 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.
PAYMENT GUARANTYPayment Guaranty • July 7th, 2015 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York
THIS PAYMENT GUARANTY (this “Guaranty”) made as of June 30, 2015, by TWINLAB CONSOLIDATION CORPORATION (“Guarantor”), to and for the benefit of NUTRICAP LABS, LLC, a New York limited liability company, its successors and assigns (“Nutricap” or “Lender”).
