Exhibit 10.65


 


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.


 


TWINLAB CONSOLIDATED HOLDINGS, INC.


 


	No. 2015-15	June 2, 2015


 


Warrant


 


This Warrant (the "Warrant")
certifies that, for value received, LITTLE HARBOR, LLC, an Nevada company, and its permitted transferees, successors and
assigns (the "Holder"), is entitled to purchase from TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation
(the "Company"), 3,289,474 shares of common stock of the Company (subject to any adjustments pursuant to Section
3.3) issuable upon the full exercise of this Warrant at the purchase price of $0.01 per share (the "Exercise Price"),
at any time prior to 5:00 P.M. Eastern Time on May 31, 2020 (the "Expiration Date").


 


ARTICLE I



DEFINITIONS


 


SECTION 1.1 Definitions.
As used in this Warrant, the following terms shall have the following meanings:


 


"Applicable Law"
means all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates or orders of any Governmental Authority
applicable to the Person in question or any of its assets or property, and all judgments, injunctions, orders and decrees of all
courts and arbitrators in proceedings or actions in which the Person in question is a party or by which any of its assets or properties
are bound.


 


"Assignment Form"
shall mean the assignment form attached as Annex 2 hereto.


 


"Affiliate"
or "Affiliated" means, as applied to (i) any Person, directly or indirectly, in which such Person holds, beneficially
or of record, ten percent (10%) or more of the equity of voting securities; (ii) any Person that holds, of record or beneficially,
ten percent (10%) or more of the equity or voting securities of such Person; (iii) any director, officer, partner or individual
holding a similar position in respect of such Person; (iv) as to any natural Person, any Person related by blood, marriage or adoption
and any Person owned by such Persons, including any spouse, parent, grandparent, aunt, uncle, child, grandchild, sibling, cousin
or in-law of such Person; or (v) any other Person directly or indirectly controlling, controlled by, or under common control with,
that Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling",
"controlled by" and "under common control with"), as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the
ownership of voting securities or by contract or otherwise.


 




    	 



    	 



    

  


"Business Day"
means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day
on which banking institutions located in such state are authorized or required by law or other governmental action to close.


 


"Company"
shall have the meaning set forth in the Preamble.


 


"Current Holder’s
Equity Interest" means 3,289,474 shares of common stock of the Company issuable upon the full exercise of this Warrant,
minus any Equity Interest previously issued pursuant to the exercise of this Warrant.


 


"Delivery Date"
shall have the meaning given to such term in Section 3.2.


 


"Equity Interest"
shall mean the interest of (i) a shareholder in a corporation, (ii) a partner (whether general or limited) in a partnership (whether
general, limited or limited liability), (iii) a member in a limited liability company, or (iv) any other Person having any other
form of equity security or ownership interest in any Person.


 


"Exchange Act"
shall mean the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.


 


"Exchange Form"
shall mean the exchange form attached as Annex 3 hereto.


 


"Executive Officer"
shall mean, with respect to the Company, its Chief Executive Officer, President, Chief Financial Officer or Chief Operating Officer.


 


"Exercise Form"
shall mean the exercise form attached as Annex 1 hereto.


 


"Exercise Price"
shall have the meaning set forth in the Preamble.


 


"Expiration Date"
shall have the meaning set forth in the Preamble.


 


“Fair Market
Value” shall, except in the event of a private placement by the Company of its common stock, mean (i) the trading volume
weighted average closing price of the common stock of Company for the twenty (20) trading days immediately preceding the applicable
date in question, as quoted on (a) a domestic securities exchange, (b) NASDAQ Stock Market or (c) a domestic over-the-counter market,
which trades are reported by Pink OTC Markets Inc. or any similar successor organization or any other over-the-counter market in
the United States, as the case may be; or (ii) in the event that the common stock of the Company is not trading on a market such
that a value can be derived under subsection (i) of this definition as of the applicable date in question, a valuation per share
of the common stock of the Company as determined in accordance with Generally Accepted Valuation Principles by an independent third-party
valuation firm mutually agreed upon by the parties (and if the parties cannot mutually agree on a valuation firm, one of the “big
four” accounting firms chosen by the Holder). In the event of a private placement by the Company of its common stock, “Fair
Market Value” shall mean the average price per share of common stock in such private placement, including any warrants, options
or other agreements providing the right to purchase shares of the Company’s common stock.


 




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"GAAP"
shall mean generally accepted accounting principles in the United States as of the relevant date in question, consistently applied.


 


"Governmental
Authority" means any arbitrator or any governmental authority, agency, department, commission, bureau, board, instrumentality,
court or quasi-governmental authority having jurisdiction or supervisory or regulatory authority over the Company.


 


"Holder"
shall have the meaning set forth in the Preamble.


 


"Holder's Equity
Interest" shall have the meaning given to such term in Section 3.3.


 


"Person"
shall mean any individual, corporation, partnership, limited liability company, trust, unincorporated organization, or any other
form of entity.


 


"Qualified Assignment"
shall mean any of the following: (a) an assignment to a transferee acquiring at least 25% of the Equity Interests subject to the
Warrant (subject to adjustment for stock splits, stock dividends, recapitalizations and similar events); or (b) an assignment to
an Affiliate of the Holder.


 


"Rights Agreement"
shall have the meaning given to such term in Section 4.1.


 


"Securities Act"
shall mean the Securities Act of 1933, as amended from time to time, and any successor statute.


 


"Subsidiary"
shall mean a corporation or other entity any of whose Equity Interests having ordinary voting power (other than Equity Interests
having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, or
other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person.


 


"Taxes"
means all taxes, charges, fees, levies or other assessments, however denominated and whether imposed by a taxing authority within
or without the United States, including all net income, gross income, gross receipts, sales, use, ad valorem, goods and services,
capital, transfer, franchise, profits, license, withholding, payroll, employment, employer health, excise, estimated, severance,
stamp, occupation, property or other taxes, custom duties, fees, assessments or charges of any kind whatsoever, together with any
interest and any penalties, additions to tax or additional amounts imposed by any taxing authority whether arising before, on or
after the date hereof.


 


"Warrant"
or "Warrants" shall mean this Warrant.


 


"Warrant Register"
shall have the meaning given to such term in Section 2.1.


 




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SECTION 1.2 Interpretation.
Unless the context of this Warrant clearly requires otherwise, the masculine, feminine or neuter gender and the singular or plural
number shall be deemed to include the others whenever the context so requires. Accounting terms used but not otherwise defined
herein have the meanings given to them under GAAP. The terms "include," "includes" and "including"
shall be deemed to be followed by the phrase "without limitation." The words "hereof," "herein,"
"hereunder," and similar terms in this Warrant refer to this Warrant as a whole and not to any particular provision of
this Warrant. References to "Articles", "Sections," "Subsections," "Exhibits," "Preamble,"
"Annexes," and "Schedules" are to articles, sections, subsections, exhibits, preamble, annexes and schedules,
respectively, of this Warrant, unless otherwise specifically provided. References to "days" and "months" refer
to calendar days and calendar months unless otherwise expressly designated (i.e., business days or particular 30-day periods).
The captions contained herein are for convenience only and shall not control or affect the meaning or construction of any provision
of this Warrant. The term "dollars" or "$" means United States Dollars.


 


ARTICLE II



FORM; EXCHANGE FOR WARRANTS; TRANSFER; TAXES


 


SECTION 2.1 Warrant
Register. Each Warrant issued, exchanged or transferred shall be registered in a warrant register (the "Warrant Register").
The Warrant Register shall set forth the number of each Warrant, the name and address of the holder thereof, and the Current Holder’s
Equity Interest for which the Warrant is then exercisable. The Warrant Register will be maintained by the Company and will be available
for inspection by the Holder at the principal office of the Company or such other location as the Company may designate to the
Holder in the manner set forth in Section 5.1 hereof. The Company shall be entitled to treat the Holder as the owner in
fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrant on
the part of any other Person.


 


SECTION 2.2 Exchange
of Warrants for Warrants.


 


(a)          The
Holder may exchange this Warrant for another Warrant or Warrants of like kind and tenor representing in the aggregate the right
to purchase the same Current Holder’s Equity Interest which could be purchased pursuant to the Warrant being so exchanged.
In order to effect an exchange permitted by this Section 2.2, the Holder shall deliver to the Company such Warrant accompanied
by an Exchange Form in the form attached hereto as Annex 3 signed by the Holder thereof specifying the number and denominations
of Warrants to be issued in such exchange and the names in which such Warrants are to be issued. Within ten (10) Business Days
of receipt of such a request, the Company shall issue, register and deliver to the Holder thereof each Warrant to be issued in
such exchange.


 


(b)          Upon
receipt of evidence reasonably satisfactory to the Company (an affidavit of the Holder, including indemnification reasonably acceptable
to the Company) of the ownership and the loss, theft, destruction or mutilation of any Warrant or, in the case of any such mutilation,
upon surrender of such Warrant, the Company shall (at its expense) execute and deliver in lieu of such Warrant a new Warrant of
like kind and tenor representing the same rights represented by and dated the date of such lost, stolen, destroyed or mutilated
Warrant. Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by any Person.


 




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(c)          The
Company shall pay all Taxes (other than any applicable income or similar Taxes payable by a Holder of a Warrant) attributable to
an exchange of a Warrant pursuant to this Section 2.2; provided, however, that the Company shall not be required
to pay any Tax which may be payable in respect of any transfer involved in the issuance of any Warrant in a name other than that
of the Holder of the Warrant being exchanged.


 


SECTION 2.3 Transfer
of Warrant.


 


(a)          Subject
to Section 2.3(c) hereof, each Warrant and the rights thereunder may be transferred by the Holder thereof, in whole or in
part, by delivering to the Company such Warrant accompanied by a properly completed Assignment Form in the form of Annex 2.
Within ten (10) Business Days of receipt of such Assignment Form the Company shall issue, register and deliver to the new Holder,
subject to Section 2.3(c) hereof a new Warrant or Warrants of like kind and tenor representing in the aggregate the right
to purchase the same Current Holder’s Equity Interest which could be purchased pursuant to the Warrant being transferred.
In all cases of transfer by an attorney, the original power of attorney, duly approved, or a copy thereof, duly certified, shall
be deposited and remain with the Company. In case of a transfer by executors, administrators, guardians or other legal representatives,
duly authenticated evidence of their authority shall be produced and may be required to be deposited and remain with the Company
in its discretion.


 


(b)          Each
Warrant issued in accordance with this Section 2.3 shall bear the restrictive legend set forth on the face of this Warrant,
unless the Holder or transferee thereof supplies to the Company an opinion of counsel, reasonably satisfactory to the Company,
that the restrictions described in such legend are no longer applicable to such Warrant.


 


(c)          The
transfer of Warrants and any Equity Interest purchased thereunder shall be permitted, so long as such transfer is pursuant to a
transaction that complies with, or is exempt from, the provisions of the Securities Act, and the Company may require an opinion
of counsel in form and substance reasonably satisfactory to it to such effect prior to effecting any transfer of Warrants or any
Equity Interest purchased thereunder.


 


ARTICLE III



EXERCISE OF WARRANT; EXCHANGE FOR EQUITY INTEREST


 


SECTION 3.1 Exercise
of Warrants. On any Business Day before the Expiration Date, the Holder may exercise this Warrant, in whole or in part, by
delivering to the Company this Warrant accompanied by a properly completed Exercise Form in the form of Annex 1 and a check
in an aggregate amount equal to the applicable Exercise Price.


 




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SECTION 3.2 Issuance
of Equity Interest.


 


(a)          The
Company represents and warrants that the authorized Equity Interest of the Company consists solely of (i) 5,000,000,000 shares
of common stock, par value $0.001 per share, of which only 220,657,895 common shares have been issued and 219,952,969 common shares
remain outstanding as of the date hereof and (ii) 500,000,000 shares of preferred stock, of which no preferred shares have been
issued as of the date hereof. The shares of common stock of the Company issued and outstanding as of the date hereof are duly authorized,
validly issued, fully paid and non-assessable. The delivery to the Holder of certificates representing the Equity Interest that
the Holder purchases pursuant to the exercise of this Warrant shall grant to the Holder good and valid title to the Equity Interest
represented by such certificate, free and clear of any and all liens, pledges, security interests, charges or encumbrances of any
kind or nature or any option, warrant or trust having the practical effect of any of the foregoing.


 


(b)          Immediately
upon the exercise of this Warrant in accordance with Section 3.1, the Company (the "Delivery Date") shall
issue the Equity Interest that the Holder has purchased pursuant to such exercise, deliver to the Holder the certificates representing
such Equity Interest and reflect the issuance of such Equity Interest, which Equity Interest shall be duly authorized, validly
issued, outstanding, fully paid and non-assessable, in the Company’s shareholder records (maintained by the Company or its
duly appointed transfer agent), whereupon the Holder shall be deemed for all purposes, effective as of the Delivery Date, to be
a holder of record and beneficial owner of the Equity Interest that it has purchased pursuant to such exercise.


 


(c)          If
a Holder shall exercise this Warrant for less than all of the Equity Interest which could be purchased or received hereunder, the
Company shall issue to the Holder, within five (5) Business Days of the Delivery Date, a new Warrant of like kind and tenor to
this Warrant evidencing the right to purchase the remaining Equity Interest represented by the Warrant. This Warrant shall be cancelled
upon surrender thereof pursuant to Section 3.1.


 


(d)          The
Company shall pay all Taxes (other than any applicable income or similar Taxes payable by a Holder of a Warrant) attributable to
the initial issuance of any Equity Interest upon the exercise or exchange of this Warrant or any successor Warrant; provided,
however, that the Company shall not be required to pay any Tax which may be payable in respect of any transfer involved
in the issuance of a successor to this Warrant in a name other than that of the Holder of the Warrant being exercised or exchanged.


 


(e)          Except
as set forth in any document that is un-redacted and publicly filed with the U.S. Securities and Exchange Commission, neither the
Company nor its Subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise
and whether due or to become due) which are not fully reflected or reserved against on the balance sheet as of June 30, 2014 in
accordance with GAAP, except for liabilities and obligations incurred in the ordinary course of business and consistent with past
practice since the date thereof.


 




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SECTION 3.3 Adjustment
of Holder’s Equity Interest. The Equity Interest issuable upon exercise of this Warrant (such Equity Interest is referred
to herein as the "Holder's Equity Interest") shall be subject to adjustment from time to time in accordance with
this Section 3.3.


 


SECTION 3.3.1           
Issuance of Additional Equity Interest; Capital Reorganization or Capital Reclassifications. If, at any time after the
date hereof, the Equity Interests of the Company shall be changed into or exchanged for a different number or kind of shares of
stock or other securities of the Company or of another corporation, whether through reorganization, recapitalization, stock split-up,
combination of shares, merger or consolidation (including, without limitation, any subdivision or combination of Equity Interest),
then in each case the Company shall cause effective provision to be made so that this Warrant shall, effective as of the effective
date of such event retroactive to the record date, if any, of such event, be exercisable or exchangeable for the kind and number
of equity securities, cash or other property to which a holder of the Equity Interest deliverable upon exercise or exchange of
this Warrant would have been entitled upon such event and any such provision shall include adjustments in respect of such securities
or other property that shall be equivalent to the adjustments provided for in this Warrant with respect to such Warrant.


 


SECTION 3.3.2           Consolidations
and Mergers; Dissolution.


 


(a)          If,
at any time after the date hereof, the Company shall consolidate with, merge with or into, or sell all or substantially all of
its assets or property to, another Person, then the Company shall cause effective provision to be made so that each Warrant shall,
effective as of the effective date of such event retroactive to the record date, if any, of such event, be exercisable or exchangeable
for the kind and number of shares of stock, membership or other equity interests, other securities, cash or other property to which
a holder of the Equity Interest deliverable upon exercise or exchange of such Warrant would have been entitled upon such event.
The Company shall not consolidate or merge unless, prior to consummation, the successor corporation (if other than the Company)
assumes the obligations of this paragraph by written instrument executed and mailed to the Holder at the Holder’s address
set forth in Section 5.1. A sale or lease of all or substantially all the assets of the Company for a consideration (apart from
the assumption of obligations) consisting primarily of securities is a consolidation or merger for the foregoing purposes.


 


(b)          In
case a voluntary or involuntary dissolution, liquidation, or winding up of the Company (other than in connection with a consolidation
or merger covered by subsection (a) above) is at any time proposed, the Company shall give at least 30 days’ prior written
notice to the Holder. Such notice shall contain: (1) the date on which the transaction is to take place; (2) the record date (which
shall be at least 30 days after the giving of the notice) as of which the Holder will be entitled to receive distributions as a
result of the transaction; (3) a brief description of the transaction; (4) a brief description of the distributions to be made
to the Holder as a result of the transaction and (5) an estimate of the fair value of the distributions. On the date of the transaction,
if it actually occurs, this Warrant and all rights hereunder shall terminate.


 




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SECTION 3.3.3           
Adjustments to the Current Holder’s Equity Interest. Subject to the terms of this Section 3.3.3, the Current Holder’s
Equity Interest (and the Warrant) shall be subject to increase (but not decrease) as follows:


 


(a)          In
the event that (i) prior to December 18, 2018 the Company completes a private placement of its common stock and 50% of the Fair
Market Value of such private placement is less than $0.385 per share, or (ii) 50% of the Fair Market Value of the Company’s
common stock as of December 31, 2018 is less than $0.385 per share, then in each case the existing Current Holder’s Equity
Interest applicable to the Warrant at such time shall increase (but not decrease) to a new Current Holder’s Equity Interest
pursuant to the following formula:


 


New Holder’s Equity Interest
= [(2 x Existing Current Holder’s Equity Interest) x ($0.385 ÷ 50% of FMV)] – Existing Current Holder’s
Equity Interest.


 


(b)          In
the event that Holder exercises the Warrant in whole or in part prior to December 31, 2018 and Fair Market Value on the date of
such exercise is less than $0.385 per share, then the Current Holder’s Equity Interest with respect solely to those shares
being exercised shall increase (but not decrease) pursuant to the same formula set forth in Section 3.3.3(a) above, such that the
formula would apply only to the shares being exercised, as follows:


 


New Holder’s Equity Interest for Exercised
Shares = [(2 x Existing Current Holder’s Equity Interest in the Exercised Shares) x ($0.385 ÷ 50% of FMV
as of the Exercise Date)] – Existing Current Holder’s Equity Interest in the Exercised Shares


 


(c)          Solely
for the purposes of illustration, examples of the calculations described in this Section 3.3.3 are set forth on Schedule 3.3.3
attached hereto.


 


(d)          The
foregoing notwithstanding, the adjustment to Current Holder’s Equity Interest provided for in this Section 3.3.3 shall not
apply to any private placement completed by the Company on or prior to September 30, 2015 with (i) David L. Van Andel; (ii) David
L. Van Andel Trust, under Trust Agreement dated November 30, 1993; (iii) Penta Mezzanine SBIC Fund I, L.P.; (iv) JL-BBNC Mezz Utah,
LLC; (v) JL Properties, Inc.; or (vi) MidCap Funding X Trust, or any of the parent companies, subsidiaries, or affiliates of any
of the foregoing persons or entities.


 


SECTION 3.3.4           Notice;
Calculations; Etc. Whenever the Equity Interest issuable hereunder shall be adjusted as provided in this Section 3.3,
the Company shall provide to the Holder a statement, signed by an Executive Officer, describing in detail the facts requiring such
adjustment and setting forth a calculation of the Equity Interest applicable to each Warrant after giving effect to such adjustment.
All calculations under this Section 3.3 shall be made to the nearest one hundredth of a cent or to the nearest one-tenth
of a unit, as the case may be.


 




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ARTICLE IV



CERTAIN OTHER RIGHTS


 


SECTION 4.1 Registration
Rights.


 


(a)          At
any time at which this Warrant or the Equity Interest underlying the same remains outstanding, upon the request of the Holder,
the Company will enter into a registration rights agreement with Holder (the "Rights Agreement"). Such Rights
Agreement shall provide that beginning October 1, 2015, if the Company is eligible for the use of a registration statement on Form
S-3, then the Holder shall have the right to request an initial registration and thereafter on a quarterly basis after such initial
registration shall have been declared effective by the U.S. Securities and Exchange Commission, registration of its Equity Interests
on Form S-3 or any similar short-form registration (each, a "Demand Registration"). The Rights Agreement will
provide that each request for a Demand Registration shall specify the approximate number of Equity Interests requested to be registered
and that the Company shall cause a registration statement on Form S-3 (or any successor form) to be filed within twenty (20) days
after the date on which the initial request is given and shall use its reasonable best efforts to cause such Registration Statement
to be declared effective by the Commission as soon as practicable thereafter. The Rights Agreement will provide that the Company
may postpone for up to ninety (90) days the filing or effectiveness of a registration statement for a Demand Registration if the
Company determines in its reasonable good faith judgment that such Demand Registration would (i) materially interfere with a significant
acquisition, corporate reorganization or other similar transaction involving the Company; (ii) require premature disclosure of
material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company
unable to comply with requirements under the Securities Act or Exchange Act. The Rights Agreement shall contain such other terms
and conditions applicable to the Holder no less favorable to the Holder than registration rights made available to any other holder
of any Equity Interest or other equity security of the Company.


 


(b)          The
rights to cause the Company to register Equity Interests pursuant hereto may be assigned (but only with all related obligations)
by the Holder in a Qualified Assignment; provided, that, (i) the Company is, upon or within a reasonable time after such transfer,
furnished with written notice of the name and address of such transferee and the securities with respect to which such registration
rights are being assigned, (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions
of this Warrant, (iii) such assignment shall be effective only if immediately following such transfer the further disposition of
such securities by transferee or assignee is restricted under the Securities Act, and (iv) such assignment shall be effective only
if immediately following such transfer such Equity Interests continue to be Equity Interests of the Company.


 


ARTICLE V



MISCELLANEOUS


 


SECTION 5.1 Notices.
Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall
be in writing and shall be made by electronic mail, personal service, facsimile or reputable courier service:


 




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(a)          If
to the Company, to:


 


TWINLAB CONSOLIDATED HOLDINGS, INC.


600 East Quality Drive


American Fork, UT 84003


Attention: Mark R. Jaggi, Chief Financial Officer


Facsimile: (801) 763-0789


e-mail: MJaggi@twinlab.com


 


and


 


TWINLAB CONSOLIDATED HOLDINGS, INC.


632 Broadway, Suite 201


New York, NY 10012


Attention: Richard H. Neuwirth, Chief Legal Officer


Facsimile: (212) 260-1853


e-mail: RNeuwirth@twinlab.com


 


with a copy to:


 


WILK AUSLANDER LLP


1515 Broadway


New York, New York 10036


Attention: Joel I. Frank, Esq.


Facsimile: (212) 762-6380


e-mail: jfrank@wilkauslander.com


 


(b)          If
to the Holder, to:


 


LITTLE HARBOR, LLC


3133 Orchard Vista Drive SE


Grand Rapids, MI 49546


Attention: David L. Van Andel


Facsimile: ________________


e-mail: dva@vaegr.com


 


with a copy to:


 


LITTLE HARBOR, LLC


3133 Orchard Vista Drive SE


Grand Rapids, MI 49546


Attention: Mark J. Bugge


Facsimile: ________________


e-mail: Mark.Bugge@vaegr.com


 




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Unless otherwise specifically provided herein,
any notice or other communication shall be deemed to have been given when delivered in person or by courier service, upon receipt
of electronic mail or upon receipt of facsimile.


 


SECTION 5.2 No Voting
Rights: Limitations of Liability. This Warrant shall not entitle the holder thereof to any voting rights or, except as otherwise
provided or referenced herein, other rights of an equity owner of the Company. No provision hereof, in the absence of affirmative
action by the Holder to purchase its Equity Interest, and no enumeration herein of the rights or privileges of the Holder shall
give rise to any liability of the Holder for the Exercise Price of the Equity Interest acquirable by exercise hereunder or as a
stockholder of the Company.


 


SECTION 5.3 Amendments
and Waivers. Any provision of this Warrant may be amended or waived, but only pursuant to a written agreement signed by the
Company and the Holder; provided, however, that, notwithstanding the foregoing, this Warrant will automatically be
amended, without any further action required by the Company and the Holder under this Section 5.3, if the Current Holder’s
Equity Interest is adjusted pursuant to Section 3.3.3.


 


SECTION 5.4 Severability.
If any provision of this Warrant shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach
only to such provision and shall not in any way affect or render invalid or unenforceable any other provision of this Agreement,
and such provision shall be deemed to be restated to reflect the parties' original intentions as nearly as possible in accordance
with Applicable Law(s).


 


SECTION 5.5 Specific
Performance. The Holder shall have the right to specific performance by the Company of the provisions of this Warrant, in addition
to any other remedies it may have at law or in equity. The Company hereby irrevocably waives, to the extent that it may do so under
Applicable Law, any defense based on the adequacy of a remedy at law which may be asserted as a bar to the remedy of specific performance
in any action brought against the Company for specific performance of this Warrant by the Holder.


 


SECTION 5.6 Binding
Effect. This Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective successors
and assigns.


 


SECTION 5.7 Counterparts.
This Warrant may be executed in several counterparts, and/or by the execution of counterpart signature pages that may be attached
to one or more counterparts of this Warrant, and all so executed shall constitute one agreement binding on all of the parties hereto,
notwithstanding that all of the parties hereto are not signatory to the original or the same counterpart. In addition, any counterpart
signature page may be executed by any party wherever such party is located, and may be delivered by telephone facsimile or by electronic
mail in PDF format, and any such transmitted signature pages may be attached to one or more counterparts of this Warrant, and such
faxed or sent by electronic mail signature(s) shall have the same force and effect, and be as binding, as if original signatures
had been executed and delivered in person.


 




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SECTION 5.8 Entire
Agreement. This Warrant, together with the other documents and instruments entered into by the parties thereto in connection
therewith, constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes
any prior agreements, written or oral, with respect thereto.


 


SECTION 5.9 Governing
law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT
OF LAWS RULES AND PRINCIPLES. THE PARTIES HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE STATE AND FEDERAL
COURTS LOCATED IN NEW YORK COUNTY, NEW YORK FOR THE PURPOSE OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS WARRANT, AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE
PARTIES HEREBY EXPRESSLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY HAVE OR HEREAFTER
MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT
IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER THIS WARRANT.


 


SECTION 5.10 Expenses.
The Company will promptly (and in any event within thirty (30) days of receiving any statement or invoice therefor) pay all reasonable
fees, expenses and costs relating hereto, including, but not limited to, (i) the cost of reproducing this Warrant, (ii) the fees
and disbursements of counsel to the Holder in preparing this Warrant, (iii) all transfer, stamp, documentary or other similar
Taxes, assessments or charges levied by any governmental or revenue authority in respect hereof or any other document referred
to herein, (iv) fees and expenses (including, without limitation, reasonable attorneys' fees) incurred in respect of the enforcement
by the Holder of the rights granted to the Holder under this Warrant, and (v) the expenses relating to the consideration, negotiation,
preparation or execution of any amendments, waivers or consents requested by the Company pursuant to the provisions hereof, whether
or not any such amendments, waivers or consents are executed.


 


SECTION 5.11 Attorneys'
Fees. In any action or proceeding brought by a party to enforce any provision of this Warrant, the prevailing party shall be
entitled to recover the reasonable costs and expenses incurred by it or him in connection therewith (including reasonable attorneys’
and paralegals’ fees and costs incurred before and at any trial or arbitration and at all appellate levels), as well as all
other relief granted or awarded in such action or other proceeding.


 


SECTION 5.12 Filings.
The Company shall, at its own expense, promptly execute and deliver, or cause to be executed and delivered, to the Holder all applications,
certificates, instruments and all other documents and papers that the Holder may reasonably request in connection with the obtaining
of any consent, approval, qualification, or authorization of any Federal, provincial, state or local government (or any agency
or commission thereof) necessary or appropriate in connection with, or for the effective exercise of, the Warrant (and/or any successor
Warrant(s) hereto).


 




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SECTION 5.13 Other
Transactions. Nothing contained herein shall preclude the Holder from engaging in any transaction, in addition to those contemplated
by this Warrant with the Company or any of its Affiliates in which the Company or such Affiliate is not restricted hereby from
engaging with any other Person.


 


SECTION 5.14 Waiver
of Jury Trial. THE HOLDER AND THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS WARRANT, OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE HOLDER OR THE COMPANY. THE COMPANY
ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE HOLDER ENTERING INTO THIS WARRANT.


 


SECTION 5.15 Headings.
Section titles and captions contained in this Warrant are inserted only as a matter of convenience and for reference. The titles
and captions in no way define, limit, extend or describe the scope of this Warrant or the intent of any provision hereof.


 


SECTION 5.16 No Third-Party
Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective successors and, in the
case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person
any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.


 


[Remainder of page intentionally left blank;
signatures on following page]


 




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IN WITNESS WHEREOF, the
undersigned has caused this Warrant to be duly executed and delivered by an authorized officer, all as of the date and year first
above written.


 


	 	TWINLAB CONSOLIDATED HOLDINGS, INC.,

 a Nevada corporation
	 	 	 
	 	By:	/s/ Thomas A. Tolworthy
	 	Name: Thomas A. Tolworthy
	 	Title: Chief Executive Officer and President


 


Signature Page To Warrant 2015-15


 




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ACKNOWLEDGED AND AGREED:


 


LITTLE HARBOR, LLC


 


	By:	/s/ Mark J. Bugge	 
	Name: Mark J. Bugge	 
	Title: Secretary & Treasurer	 


 


Signature Page To Warrant 2015-15


 




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ANNEX 1


 


ELECTION TO EXERCISE FORM


 


(To Be Executed By the Holder of This Warrant


 


In Order to Exercise This Warrant)


 


The undersigned hereby
irrevocably elects to exercise the right covered by this Warrant to purchase ____________________ of the Equity Interest of TWINLAB
CONSOLIDATED HOLDINGS, INC., a Nevada corporation, according to the conditions hereof
and herewith makes payment in full of the Exercise Price with respect to such Equity Interest.


 


	 	 	 
	 	Signature	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Address	 


 


Dated: ___________________


 




    	 



    	 



    

  


ANNEX 2


 


ASSIGNMENT FORM


 


(To Be Executed By the Holder of This Warrant


 


In Order to Assign This Warrant)


 


FOR VALUE RECEIVED,
the undersigned hereby sells, assigns and transfers unto _____________________________ this Warrant and all rights evidenced thereby
and does irrevocably constitute and appoint ___________________, attorney, to transfer the said Warrant on the books of TWINLAB
CONSOLIDATED HOLDINGS, INC., a Nevada corporation.


 


 


	 	 	 
	 	Signature	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Address	 


 


Dated: ___________________


 




    	 



    	 



    

  


ANNEX 3


 


EXCHANGE FORM


 


(To Be Executed By the Holder of This Warrant


 


In Order to Exchange and Assign This Warrant)


 


The undersigned hereby
irrevocably elects to exchange this Warrant to purchase ________________, of the Equity Interest of
TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation, for ___________
Warrants to purchase the Equity Interest of TWINLAB CONSOLIDATED HOLDINGS, INC., a
Nevada corporation, set forth below to the Persons named and hereby sells, assigns and transfers unto such Persons that portion
of this Warrant represented by such new Warrants and all rights evidenced thereby and does irrevocably constitute and appoint ____________________,
attorney, to exchange and transfer this Warrant as aforesaid on the books of TWINLAB CONSOLIDATED HOLDINGS, INC.,
a Nevada corporation.


 


	Equity Interest	 	Assignee
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Signature


 


	 	 
	 	 
	 	Address


 


FOR USE BY THE COMPANY ONLY:


 


This Warrant No. __ cancelled (or transferred
or exchanged) this ________ day of _____________, ____________ of the Equity Interest of
TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation, issued therefor
in the name of ____ ___________ Warrant No. ___ for ________, of the Equity Interest of
TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation, in the name of
_________________________.


 


Dated: __________________


 




    	 



    	 



    

  


Schedule 3.3.3


 


Calculations for Adjustment of Current
Holder’s Equity Interest


 


Section 3.3.3(a)


 


If 50% of the Fair Market Value (“FMV”) of the Company’s
common stock as of December 31, 2018 or in a private placement by the Company closed prior to December 31, 2018 is less than $0.385
per share, then the existing Current Holder’s Equity Interest under this Warrant at that time shall be increased (but not
decreased) to a new Current Holder’s Equity Interest applying the following formula:


 


New Current Holder’s Equity
Interest = [(2 x Existing Current Holder’s Equity Interest) x ($0.385 ÷ 50% of FMV)] – Existing Current Holder’s
Equity Interest.


 


Example Where Warrant Has Remained Unexercised
as of December 31, 2018


 


Assume original investment of 760,000 at $0.76/share, for 1,000,000
shares, which would also be the Holder’s Current Holder’s Equity Interest on December 31, 2018, assuming no exercises
under the Warrant through that date. Also, assume the FMV of the Company’s common stock as of December 31, 2018 is $0.50/share.
The New Current Holder’s Equity Interest (“CHEI”) under this Warrant, would be calculated as follows:


 


	New CHEI	= [(2 x 1,000,000) x (0.385 ÷ 0.25)] – 1,000,000
	 	= [2,000,000 x 1.54] – 1,000,000
	 	= 3,080,000 – 1,000,000
	 	= 2,080,000 (an increase of 1,080,000 over the original CHEI)


 


At a $0.01/share exercise price, to fully-exercise the New CHEI
would cost $20,800.


Together with the original investment of $760,000, the Holder’s
total investment would equal $780,800 for 3,080,000 shares or $0.25/share.


 


Example Assuming Warrant is Partially Exercised Prior
to December 31, 2018. This example assumes a partial exercise of 750,000 warrant shares prior to December 18, 2018, when
the Fair Market Value as of the Date of Exercise is $0.50/share. The blended rate is brought to 50% of Fair Market Value for both
the exercised shares as well as the corresponding number of original investment shares.


 


Same facts as above, but assume 750,000 shares exercised.


 


	New CHEI	= [(2 x 750,000) x (0.385 ÷ 0.25)] – 750,000
	 	= [1,500,000 x 1.54] – 750,000
	 	= 2,310,000 – 750,000
	 	= 1,560,000 (an increase of 756,000 over existing CHEI at 12/31/18)


 


At a $0.01/share exercise price, the purchase price for the
expanded number of exercise shares is $15,600.


 




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Together with the original investment of $570,000 for the corresponding
number of original investment shares (i.e., 750,000 shares at $0.76/share), the Holder’s total investment for the exercised
warrant shares and an equivalent amount of original investment shares would equal $585,600 for 2,310,000 shares, or $0.25/share.


 




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