AMENDMENT TO AGREEMENT


  


This Amendment (this
“Amendment”), to the Agreement (the “Agreement”) made on June 7, 2012 (“Effective
Date”), by and between Ironridge Global IV, Ltd. (“Ironridge” or “Creditor”)
and Skinny Nutritional Corp. (“Skinny” or the “Company”), is made on June 22, 2012 (“Amendment
Date”). Ironridge and Skinny may sometimes be referred to individually as “Party” or collectively
as the “Parties” throughout this Agreement.


 


WHEREAS, on
January 25, 2012, the Company issued to Creditor an aggregate of 65,100,000 shares of its Common Stock pursuant to an Order (the
“Order”) for Approval of Stipulation for Settlement of Claims (the “Stipulation”) between
the Company and Creditor in settlement of $1,255,231.64 in accounts payable of the Company; and


 


WHEREAS, the
Order was entered by the Superior Court of the State of California, County of Los Angeles, Central District (Case No. BC474492)
on January 23, 2012; and


 


WHEREAS, the
Stipulation provides that under certain circumstances, the Company shall issue to Creditor additional shares of its Common Stock,
subject to a 9.99% beneficial ownership limitation as specified in the Stipulation; and


 


WHEREAS, pursuant
to the adjustment mechanism specified in the Stipulation, on April 17, 2012, May 31, 2012, and June 8, 2012 the Company issued
to Creditor an additional 46,000,000, 21,000,000 and 20,000,000 shares of Common Stock, respectively; and


 


WHEREAS, the
Order remains in full force and effect, and the Company has no basis to contest, revoke, challenge or modify the Stipulation or
Order without approval and consent from Creditor; and


 


WHEREAS, Creditor
is under no agreement of confidentiality to Company, and may sell any or all of its shares of Company at any time; and 


 


WHEREAS, at
Company’s request Creditor agreed to enter into the Agreement on the Effective Date (as defined in the Agreement); and


 


WHEREAS, Creditor
has at all times fully and timely complied with all of its obligations under the Stipulation, Order and Agreement; and


 


WHEREAS, the
Agreement set forth the following three conditions precedent to the effectiveness of the Agreement, which were required to be fully
and timely performed on or before the Effective Date (June 7, 2012), time being of the essence:


 


		i.	Ironridge must have consummated the sale of a block trade of 50,000,000 shares of the common stock of the Company at a price
of $.007 per share;



 


		ii.	the Company must have caused its transfer agent to deliver
to Ironridge 20,000,000 shares of common stock of the Company; and



 


		iii.	the Company must have wire-transferred $350,000 to Ironridge;
and



 



    	 



    	 



    

 


WHEREAS, the following thereafter
occurred:


 


		i.	on June 7, 2012, Ironridge consummated sales of three block trades aggregating 24,500,000 shares of the Company’s common
stock; on June 12, 2012, Ironridge consummated the sale of one block trade of 17,500,000 shares of common stock; and on June 13,
2012, Ironridge consummated sales of four block trades aggregating 9,000,000 shares of common stock; and



 


		ii.	on June 8, 2012, the Company caused its transfer agent to deliver to Ironridge 20,000,000 shares of the Company’s common
stock; and



 


		iii.	on June 8, 2012, the Company initiated a wire transfer of $350,000 to Ironridge, which wire transfer was received by Ironridge
on June 11, 2012; and



 


WHEREAS, Company
has failed to comply with its ongoing obligations under the Stipulation and Order to deliver shares to Creditor; and


 


WHEREAS, Company
has requested, and subject to the full satisfaction of the conditions below, Creditor has agreed to accept late effectuation of
the conditions precedent in the Agreement;


 


THEREFORE, IT IS
STIPULATED AND AGREED among the undersigned as follows:


 


1.          Recitals.
The recitals set forth above are incorporated herein by reference as part of this Amendment. Subject to the other provisions
hereof, the Agreement is also incorporated herein by reference as part of this Amendment.


 


2.          Condition
Precedent. Effectiveness of this Amendment is subject to full and timely satisfaction of the following express conditions precedent:


 


a.          Within
one day of the Amendment Date, the Company shall irrevocably instruct its transfer agent to deliver to the account designated by
Creditor on Exhibit A to this Agreement, an aggregate of 30,000,000 shares of Common Stock of the Company (such shares of
Common Stock may be referred to elsewhere in this Amendment as the “Additional Company Shares”), pursuant to
the Stipulation and Order.


 


b.          This
Amendment shall not become effective (the date of such effectiveness is herein referred to as the “Amendment Effective
Date”), unless and until the Additional Company Shares are received in Creditor’s account within one business day
of the Amendment Date as confirmed by Creditor in writing or as confirmed by documentary evidence from The Depository Trust Company
within three days of the Amendment Date. Creditor will promptly confirm to the Company the receipt of such shares. As of the Amendment
Effective Date, if it occurs, all of the conditions precedent to the effectiveness of the Agreement and to the effectiveness of
Paragraphs 3a, 3b, 3c and 3d of the Agreement shall be deemed satisfied. Unless and until this Amendment becomes effective, the
Stipulation and Order shall remain valid and in full force and effect, and Company shall continue to comply with all provisions
thereof.


 


3.          Settlement.
Subject to full completion of the conditions precedent described in Paragraph 2 above, except as amended hereby, the Agreement
is confirmed and ratified in all respects, and shall be and remain in full force and effect, except that the Effective Date in
the Agreement shall be deemed to be the Amendment Effective Date for all purposes, including the releases in Paragraph 3b, and
all references to the “Agreement” shall mean the Agreement as amended hereby. In the event of any conflict between
the Agreement and this Amendment, this Amendment shall control


 






    	 



    	 



    
 


4.          Integration.
The Agreement as amended by this Amendment sets forth the entire understanding and Agreement between the Parties hereto and
supersedes any and all prior agreements or understandings between them.


 


 


THE PARTIES HAVE
READ THE FOREGOING AMENDMENT, UNDERSTAND THE MEANING OF SAME, AND FREELY, KNOWINGLY AND WITH THE ADVICE OF COUNSEL, AFTER DUE CONSIDERATION,
VOLUNTARILY ENTER INTO THIS AGREEMENT. 


 


 


SIGNATURE PAGES FOLLOW.


 






    	 



    	 



    
 



SIGNATURE PAGE TO AMENDMENT BETWEEN

IRONRIDGE GLOBAL IV, LTD. AND SKINNY NUTRITIONAL CORP.


 


IN WITNESS WHEREOF, the undersigned has
caused its duly authorized representative to execute this Amendment as of the Amendment Date set forth above.


 


Ironridge Global IV, Ltd.


 


 


By: /s/ Peter Cooper                              


Name: Peter Cooper


Title: Director


  



    	 



    	 



    

 


SIGNATURE PAGE TO AMENDMENT BETWEEN

IRONRIDGE GLOBAL IV, LTD. AND SKINNY NUTRITIONAL CORP.


 


IN WITNESS WHEREOF, the undersigned has
caused its duly authorized representative to execute this Amendment as of the Amendment Date set forth above.


 


Skinny Nutritional Corp.


  


By: /s/ Michael Salaman                         


Name: Michael Salaman


Title: Chief Executive Officer


  



    	 



    	 



    

 


EXHIBIT A


 


CREDITOR DELIVERY INSTRUCTIONS


  


Instructions for Delivery of Additional Company Shares:


 


DWAC Instructions: