0001144204-16-093705 Sample Contracts

Contract
Warrant Agreement • April 11th, 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.

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Contract
Subordination Agreement • April 11th, 2016 • Twinlab Consolidated Holdings, Inc. • 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”).

AMENDMENT NO. 2 TO UNSECURED PROMISSORY NOTE
Unsecured Promissory Note • April 11th, 2016 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products

This Amendment No. 2 to Unsecured Promissory Note (the "Amendment") is made as of this 5th day of April, 2016, by and between TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation ("Maker"), and GOLISANO HOLDINGS LLC, a New York limited liability company ("Holder").

SEVENTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • April 11th, 2016 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York

This SEVENTH AMENDMENT TO NOTE AND WARRANT AGREEMENT (this “Amendment”), dated as of April 5, 2016, 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, 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 Dela

EIGHTH AMENDMENT TO NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • April 11th, 2016 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products • New York

This EIGHTH AMENDMENT TO NOTE AND WARRANT AGREEMENT (this “Amendment”), dated as of April 5, 2016, 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, 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 Delaw

AMENDMENT NO. 2 TO UNSECURED PROMISSORY NOTE
Unsecured Promissory Note • April 11th, 2016 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products

This Amendment No. 2 to Unsecured Promissory Note (the "Amendment") is made as of this 5th day of April, 2016, by and between TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation ("Maker"), and GREAT HARBOR CAPITAL, LLC, a Delaware limited liability company ("Holder").

AMENDMENT NO. 9 TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • April 11th, 2016 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products

THIS AMENDMENT NO. 9 TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made as of this 5th day of April, 2016, 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.), 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 Delawa

AMENDMENT NO. 1 TO UNSECURED PROMISSORY NOTE
Unsecured Promissory Note • April 11th, 2016 • Twinlab Consolidated Holdings, Inc. • Medicinal chemicals & botanical products

This Amendment No. 1 to Unsecured Promissory Note (the "Amendment") is made as of this 5th day of April, 2016, by and between TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation ("Maker"), and GREAT HARBOR CAPITAL, LLC, a Delaware limited liability company ("Holder").

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