FOURTH AMENDMENT


TO


AMENDED AND RESTATED NOTE PURCHASE
AGREEMENT


 


This
FOURTH AMENDMENT TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (the “Amendment”),
dated and effective as of June 29, 2012, by and between INTERLEUKIN GENETICS, INC., a Delaware corporation (the “Company”),
and PYXIS INNOVATIONS INC., a Delaware corporation (“Pyxis”).


 


WHEREAS,
the Company and Pyxis are parties to an Amended and Restated Note Purchase Agreement dated as of March 10, 2009 and amended on
August 10, 2009, February 1, 2010 and September 30, 2010 (the “Agreement”), pursuant to which Pyxis extended the Company
a credit facility (the “Credit Facility”) in an amount (following applicable adjustments) not to exceed Fourteen Million
Three Hundred Sixteen Thousand Two Hundred Fifty-Five Dollars and No/100 ($14,316,255.00) on which the Company may draw down until
June 30, 2012 (the “Credit Facility Termination Date”);


 


WHEREAS,
Pyxis purchased, and the Company sold and issued to Pyxis, (i) a promissory note in the principal amount of Four Million Dollars
and No/100 ($4,000,000.00) on June 10, 2008, (ii) a promissory note in the principal amount of One Million Dollars and No/100 ($1,000,000.00)
on May 29, 2009, (iii) a promissory note in the principal amount of Two Million Dollars and No/100 ($2,000,000.00) on November
9, 2009, (iv) a promissory note in the principal amount of Two Million Dollars and No/100 ($2,000,000.00) on February 1, 2010,
(v) a promissory note in the principal amount of Two Million Dollars and No/100 ($2,000,000.00) on September 30, 2010, (vi) a promissory
note in the principal amount of Two Million Dollars and No/100 ($2,000,000.00) on November 9, 2011 and (vii) a promissory note
in the principal amount of One Million Three Hundred and Sixteen Thousand Two Hundred and Fifty-Five Dollars and No/100 ($1,316,255.00)
on April 13, 2012, all under the terms of the Credit Facility; 


 


WHEREAS, the Company has requested
that Pyxis extend the Maturity Date of all Notes issued pursuant to the Credit Facility, and Pyxis is willing to grant such extension;


 


NOW, THEREFORE, in consideration
of the foregoing premises and the representations, warranties, covenants and agreements contained in the Agreement and this Amendment,
the parties hereto agree as follows:


 


		1.	Capitalized terms herein which are not otherwise defined in this
Amendment shall have the meanings given to them in the Agreement.



 


		2.	The Maturity Date on which the principal amount of all Notes issued
pursuant to the Credit Facility shall be payable shall be extended to November 30, 2012.



 


		3.	Except as amended hereby, all of the terms and conditions of the Agreement shall remain in full force and effect.



 


		4.	This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.



 



    	 



    	 



    

 


IN WITNESS WHEREOF, the parties have
executed this Fourth Amendment to Amended and Restated Note Purchase Agreement as of the date first written above.


 


	 	INTERLEUKIN GENETICS, INC.
	 	 
	 	By:	/s/ Lewis H. Bender
	 	Name: Lewis H. Bender
	 	Title: Chief Executive Officer
	 	 
	 	PYXIS INNOVATIONS INC.
	 	 
	 	By:	/s/ David J. Tuit
	 	Name:  David J. Tuit
	 	Title:  Assistant Treasurer