Exhibit 10.96





 


AMENDMENT NO. 7 AND JOINDER AGREEMENT


TO CREDIT AND SECURITY AGREEMENT 


 


THIS
AMENDMENT NO. 7 AND JOINDER AGREEMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is made as of
this 5th day of October, 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 “Existing Borrower”, and collectively
as “Existing Borrowers”), 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 Delaware limited liability company, RESERVE LIFE NUTRITION, L.L.C., a Delaware limited liability company, INNOVITA
SPECIALTY DISTRIBUTION, LLC, a Delaware limited liability company, and JOIE ESSANCE, LLC, a Delaware limited liability
company (each of the foregoing Persons being referred to herein individually as a “New Borrower”, and
collectively as “New Borrowers”; and together with Existing Borrowers and each Subsidiary joining the
Credit Agreement as hereinafter defined as a Borrower, individually, each a “Borrower” and collectively, “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 Agreement referenced below, each as a Lender.


 


RECITALS


 


A.           Existing
Borrowers, Agent and Lenders are parties to that certain Credit and Security Agreement dated as of January 22, 2015 by and among
Borrowers, Agent and Lenders (as amended by that certain Amendment No. 1 to Credit and Security Agreement and Limited Consent dated
as of February 4, 2015, by that certain Amendment No. 2 to Credit and Security Agreement dated as of April 7, 2015, by that certain
Amendment No. 3 to Credit and Security Agreement and Limited Consent dated as of April 30, 2015, by that certain Amendment No.
4 to Credit and Security Agreement and Limited Consent dated as of June 30, 2015, by that certain Amendment No. 5 to Credit and
Security Agreement and Limited Waiver dated as of June 30, 2015, by that certain Amendment No. 6 to Credit and Security Agreement,
Limited Consent and Limited Waiver dated as of September 9, 2015 , as amended hereby and as it may be further amended, modified
and restated from time to time, the “Credit Agreement”).  Capitalized terms used but not otherwise
defined in this Amendment shall have the meanings set forth in the Credit Agreement.


 




     


     


    

 


B.           Pursuant
to Section 4.11(c) of the Credit Agreement, the Existing Borrowers are required to cause New Borrowers to join the Credit Agreement
each as a “Borrower”, and subject to and in accordance with the terms and conditions of this Amendment and the applicable
requirements of the Credit Agreement, Borrowers, Agent and Lenders are willing to enter into this Amendment to join each New Borrower
as a “Borrower” under the Credit Agreement and the other Financing Documents.


 


C.           Borrowers,
Agent and Lenders have agreed to amend the Credit Agreement as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the foregoing, the terms and conditions set forth in this Amendment, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Agent, Lenders and Borrowers hereby agree as follows:


 


1.           Recitals.  
This Amendment shall constitute a Financing Document and the Recitals set forth above shall be construed as part of this Amendment
as if set forth fully in the body of this Amendment.


 


2.           Joinder.  Subject
to the satisfaction of the conditions precedent set forth in Section 8 hereof:


 


(a)          Each
New Borrower hereby joins in, assumes, adopts and becomes a “Borrower” under the Credit Agreement and with respect
to all Loans and Obligations made and incurred pursuant thereto.  Each New Borrower hereby becomes a party to the Credit
Agreement, the Notes and the other Financing Documents applicable to it as a “Borrower” and all references to “Borrower”
or “Borrowers” contained in the Financing Documents are hereby deemed for all purposes to also refer to and include
such New Borrower, and such New Borrower hereby agrees to comply with all of the terms and conditions of the Financing Documents
as if New Borrower was an original signatory thereto.


 


(b)          Without
limiting the generality of the provisions of subparagraph (a) above, each New Borrower is thereby jointly and severally liable,
along with all other Borrowers, for all existing and future Loans and other Obligations incurred at any time by any one or more
Borrowers under the Financing Documents.


 


(c)          Notwithstanding
anything to the contrary set forth herein, each Borrower acknowledges and agrees that, as of the date hereof, Agent has not completed
its due diligence of New Borrowers, and therefore, the Accounts of New Borrowers shall not be deemed to be Eligible Accounts, and
consequently, such Accounts shall not be included in the Borrowing Base unless and until Agent has determined, in its sole and
absolute discretion, to include New Borrower’s Accounts, or a portion thereof, in the Borrowing Base as Eligible Accounts;
provided, however, that notwithstanding Section 2.1(b)(ii)(B) of the Credit Agreement, in the event that Lender allows the New
Borrower's Accounts to be included in the Borrowing Base, advances funds to the Borrowers based on such allowance and then deems
such Accounts of the New Borrower to not be Eligible Accounts, the Borrowers shall have five (5) Business Days to pay the amount
that the Revolving Loan Outstandings exceed the Revolving Loan Limit as a result of the Agent deeming such Accounts of the New
Borrower to not be Eligible Accounts.  


 




     


     


    

 


3.           Amendment
to Credit Agreement.  


 


(a)          The
definition of “Seventh Amendment Closing Date” is hereby added to Section 1.01 in its alphabetical order:


 


“Seventh
Amendment Closing Date” means October 5, 2015.


 


(b)          Section
2.2(f) of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


Deferred
Revolving Loan Origination Fee.  If Lenders’ funding obligations in respect of the Revolving Loan Commitment
under this Agreement terminate for any reason (whether by voluntary termination by Borrowers, by reason of the occurrence of an
Event of Default or otherwise) prior to the Commitment Expiry Date, Borrowers shall pay to Agent, for the benefit of all Lenders
committed to make Revolving Loans on the Closing Date, a fee as compensation for the costs of such Lenders being prepared to make
funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the Revolving Loan Commitment by
the following applicable percentage amount: 3.0% for the first and second year following the Closing Date and 2.0% thereafter.
All fees payable pursuant to this paragraph shall be deemed fully earned and non-refundable as of the Closing Date.


 


(c)          Section
6.2 of the Credit Agreement is hereby amended and restated in its entirety, effective as of September 30, 2015, as follows:


 


Minimum
Adjusted EBITDA.  Commencing with the month ending October 31, 2015 and until such time as all Obligations are paid,
satisfied and discharged in full, the Borrowers shall not, as of the end of any measurement period set forth below, permit the
Adjusted EBITDA for such measurement period to be less than the amount set forth in the table below opposite such measurement period.


  


	Measurement
    Period	Minimum
    Adjusted EBITDA
	October
    1, 2015 to December 31, 2015	$
    -2,500,000
	October
    1, 2015 to March 31, 2016	$
    -1,750,000





 






(d)          Section
6.3 of the Credit Agreement is hereby amended and restated in its entirety, effective as of September 30, 2015, as follows:


 




     


     


    

 


Fixed
Charge Coverage Ratio.  Commencing June 30, 2016 and until such time as all Obligations are paid, satisfied and discharged
in full, the Borrowers shall not, as of the end of any month, permit the Fixed Charge Coverage Ratio for the period of trailing
twelve months most recently ended on or prior to such date to be less than 1.15x.  Notwithstanding the foregoing, it
is hereby agreed that (i) the applicable measurement period for the month ending June 30, 2016 shall be from April 1, 2015 to June
30, 2016 (trailing three Months or T3M), (ii) the applicable measurement period for the month ending July 31, 2016 will be T4M,
(iii) the applicable measurement period for the month ending August 31, 2016 will be T5M, and (iv) the applicable measurement periods
shall so continue until T12M is achieved.


 


(e)          Section
6.4 of the Credit Agreement is hereby amended and restated in its entirety, effective as of September 30, 2015, as follows:


 


Total
Funded Debt to Adjusted EBITDA Ratio.  Commencing with the fiscal quarter ending September 30, 2016 and until such
time as all Obligations are paid, satisfied and discharged in full, the Companies shall not, as of the end of any fiscal quarter,
permit the applicable ratio set forth in the table below to exceed the amount set forth therein:


 


	Applicable Ratio:	(A) Total Funded Debt (calculated without giving effect to any Indebtedness that is subordinate both to the Obligations and to the Penta Debt) to (B) Adjusted EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date to exceed 4.0x 


 


For the
purposes of this Section 6.4, Adjusted EBITDA (1) for the measurement period ending on September 30, 2016, shall equal the Adjusted
EBITDA for the fiscal quarter ending September 30, 2016 multiplied by 4, (2) for the measurement period ending on December 31,
2016, shall equal the sum of Adjusted EBITDA for the fiscal quarters ending September 30, 2016 and December 31, 2016, multiplied
by 2 and (3) for the measurement period ending on March 31, 2017, shall equal the sum of the Adjusted EBITDA for the fiscal quarters
ending September 30, 2016, December 31, 2016 and March 31, 2017, multiplied by 4 and divided by 3.


 


4.           Confirmation
of Representations and Warranties; Reaffirmation of Security Interest.  Each Existing Borrower hereby (a) confirms
that all of the representations and warranties set forth in the Credit Agreement are true and correct with respect to such Borrower
as of the date hereof, and (b) covenants to perform its respective obligations under the Credit Agreement.  Each
Existing Borrower confirms and agrees that all security interests and Liens granted to Agent continue in full force and effect,
and all Collateral remains free and clear of any Liens, other than those granted to Agent and Permitted Liens.  Nothing
herein is intended to impair or limit the validity, priority or extent of Agent’s security interests in and Liens on the
Collateral.  


 




     


     


    

 


5.           Enforceability.  This
Amendment constitutes the legal, valid and binding obligation of each Borrower, and is enforceable against each Borrowers in accordance
with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to
the enforcement of creditors’ rights generally and by general equitable principles.


 


6.           Costs
and Fees. In consideration of Agent’s agreement to enter into this Amendment, Borrower shall pay to Agent a modification
fee equal to One Hundred Fifty Thousand and No/100 Dollars ($150,000.00) due and payable on the date hereof.  Furthermore,
Borrowers shall be responsible for the payment of all reasonable costs and fees of Agent’s counsel incurred in connection
with the preparation of this Amendment and any related documents.  If Agent or any Lender uses in-house counsel for any
of these purposes, Borrowers further agree that the Obligations include reasonable charges for such work commensurate with the
fees that would otherwise be charged by outside legal counsel selected by Agent or such Lender for the work performed.  Borrowers
hereby authorize Agent to deduct all of such fees set forth in this Section 6 from the proceeds of one or more Revolving Loans
made under the Credit Agreement.


  


7.           Representations
and Warranties; Covenants; Grant of Security Interest.


 


      (a)          Each
New Borrower hereby (a) confirms that all of the representations and warranties set forth in the Credit Agreement are true and
correct with respect to such New Borrower as of the date hereof subject to the New Borrowers providing updated Schedules to the
Credit Agreement under Section 9 below, and (b) covenants to perform its respective obligations under the Credit Agreement.  


 


      (b)          Consistent
with the intent of the parties and in consideration of the accommodations set forth herein, in addition to the grant of security
set forth in Section 9.1 of the Credit Agreement and as further security for the prompt payment in full of all Obligations, and
without limiting any other grant of a Lien and security interest in any Security Document, each New Borrower hereby assigns and
grants to Agent, for the benefit of itself and Lenders, a continuing first priority Lien on and security interest in, upon, and
to the now owned and hereafter acquired Collateral set forth on Exhibit A attached hereto and made a part hereof in which such
New Borrower has rights.  Agent agrees that its Liens on the New Borrowers’ titled motor vehicles need not be perfected
unless the Agent so requests after the Effective Date.  Each New Borrower hereby authorizes Agent to file UCC-1 financing
statements against such New Borrower covering the Collateral owned by such New Borrower in such jurisdictions as Agent shall deem
necessary, prudent or desirable to perfect and protect the liens and security interests granted to Agent hereunder.


 


      (c)          To
the extent a New Borrower is authorized to file such statements, each of the New Borrowers hereby designates and authorizes Agent
to file any and all Uniform Commercial Code Amendment Statements terminating the financing statements of record with the applicable
filing office with any of the New Borrowers as debtor and Penta Mezzanine SBIC Fund I, LP or Siena Funding LLC, successor by assignment
to Siena Lending Group LLC as secured party.


 




     


     


    

 


8.           Conditions
to Effectiveness.  This Amendment shall become effective as of the date on which each of the following conditions
has been satisfied (the “Effective Date”):


 


      (a)          Borrowers
shall have delivered to Agent this Amendment and an Amended and Restated Revolving Loan Note, duly executed by an authorized officer
of each Borrower;


 


      (b)          [Reserved];


 


      (c)          all
representations and warranties of Borrowers contained herein shall be true and correct in all material respects as of the Effective
Date (and such parties’ delivery of their respective signatures hereto shall be deemed to be its certification thereof);


 


      (d)          the
Sole Manager of Organic Holdings LLC ("Organic") shall have delivered to Agent a duly executed certificate identifying
the manager of Organic  who is duly authorized to execute and deliver this Amendment on behalf of itself and the other
New Borrowers and any related documents, together with resolutions of the Sole Manager of Organic  authorizing the transactions
contemplated by this Amendment on behalf of itself and the other New Borrowers; and


 


      (e)          Agent
shall have received from Borrowers of all of the fees owing pursuant to this Amendment and Agent’s reasonable out-of-pocket
legal fees and expenses.


 


9.           Post-Seventh
Amendment Closing Requirements.  Borrowers shall complete each of the post-closing obligations and/or provide
to Agent each of the documents, instruments, agreements and information listed on Schedule 7.4(B) attached hereto on or before
the date set forth for each such item thereon, each of which shall be completed or provided in form and substance satisfactory
to Agent.


 


10.         Release.  Each
Borrower, voluntarily, knowingly, unconditionally and irrevocably, with specific and express intent, for and on behalf of itself
and all of its respective parents, subsidiaries, affiliates, members, managers, predecessors, successors, and assigns, and each
of their respective current and former directors, officers, shareholders, agents, and employees (collectively, “Releasing
Parties”), does hereby fully and completely release, acquit and forever discharge each Indemnitee of and from any and
all actions, causes of action, suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses and demands of
any kind whatsoever, at law or in equity, whether matured or unmatured, liquidated or unliquidated, vested or contingent, choate
or inchoate, known or unknown that the Releasing Parties (or any of them) has against the Indemnitees (or any of them) that directly
or indirectly arise out of, are based upon or are in any manner connected with any Prior Related Event.  “Prior
Related Event” means any transaction, event, circumstance, action, failure to act, occurrence of any type or sort, whether
known or unknown, which occurred, existed, was taken, was permitted or begun in accordance with, pursuant to or by virtue of (a) any
of the terms of this Amendment or any other Financing Document, (b) any actions, transactions, matters or circumstances related
hereto or thereto, (c) the conduct of the relationship between any Indemnitee and any Borrower, or (d) any other actions
or inactions by any Indemnitee, all on or prior to the Effective Date.  Each Borrower acknowledges that the foregoing
release is a material inducement to Agent’s and Lender’s decision to enter into this Amendment and to agree to the
modifications contemplated hereunder.


 




     


     


    

 


11.         No
Waiver or Novation.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided in this Amendment, operate as a waiver of any right, power or remedy of Agent, nor constitute a waiver of any provision
of the Credit Agreement, the Financing Documents or any other documents, instruments and agreements executed or delivered in connection
with any of the foregoing.  Nothing herein is intended or shall be construed as a waiver of any existing Defaults or
Events of Default under the Credit Agreement or other Financing Documents or any of Agent’s rights and remedies in respect
of such Defaults or Events of Default.  This Amendment (together with any other document executed in connection herewith)
is not intended to be, nor shall it be construed as, a novation of the Credit Agreement.


 


12.         Affirmation.  Except
as specifically amended pursuant to the terms hereof, the Credit Agreement and all other Financing Documents (and all covenants,
terms, conditions and agreements therein) shall remain in full force and effect, and are hereby ratified and confirmed in all respects
by Borrowers.  Each Borrower covenants and agrees to comply with all of the terms, covenants and conditions of the Credit
Agreement (as amended hereby) and the Financing Documents, notwithstanding any prior course of conduct, waivers, releases or other
actions or inactions on Agent’s or any Lender’s part which might otherwise constitute or be construed as a waiver of
or amendment to such terms, covenants and conditions.


 


13.         Miscellaneous.


 


      (a)          Reference
to the Effect on the Credit Agreement.  Upon the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of similar
import shall mean and be a reference to the Credit Agreement, as amended by this Amendment.  Except as specifically amended
above, the Credit Agreement, and all other Financing Documents (and all covenants, terms, conditions and agreements therein), shall
remain in full force and effect, and are hereby ratified and confirmed in all respects by Borrowers.  


 


      (b)          Incorporation
of Credit Agreement Provisions.  The provisions contained in Section 11.6 (Indemnification), Section 12.8 (Governing
Law; Submission to Jurisdiction) and Section 12.9 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein by reference
to the same extent as if reproduced herein in their entirety.


 


      (c)          Headings.  Section
headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for
any other purpose.


 


      (d)          Counterparts.  This
Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.  Signatures by facsimile or by electronic mail delivery of an electronic
version (e.g., .pdf or .tif file) of an executed signature page shall be treated as delivery of an original and shall bind
the parties hereto. This Amendment constitutes the entire agreement and understanding among the parties hereto and supersede any
and all prior agreements and understandings, oral or written, relating to the subject matter hereof.


 




     


     


    

 


[SIGNATURES APPEAR ON FOLLOWING PAGES]


 




     


     


    

 


(Signature Page to Amendment No. 7
and Joinder Agreement to Credit and Security Agreement)


 


IN WITNESS WHEREOF,
intending to be legally bound, and intending that this document constitute an agreement executed under seal, the undersigned have
executed this Amendment under seal as of the day and year first hereinabove set forth.


 


	AGENT:	MIDCAP FUNDING X TRUST, a Delaware statutory trust, as successor-by-assignment from MidCap Financial Trust
	 	 	 
	 	By:	Apollo Capital Management, L.P.,
	 	 	its investment manager
	 	 	 
	 	By:	Apollo Capital Management GP, LLC,
	 	its general partner


 


	 	By: 	/s/ Maurice Amsellem	(SEAL)
	 	Name:  Maurice Amsellem
	 	Title:   Authorized Signatory


 





	LENDER:	MIDCAP FUNDING X TRUST, a Delaware

statutory trust, as successor-by-assignment from

MidCap Financial Trust
	 	 	 
	 	By:	Apollo Capital Management, L.P.,
	 	 	its investment manager
	 	 	 
	 	By:	Apollo Capital Management GP, LLC,
	 	its general partner




 


	 	By: 	/s/ Maurice Amsellem	(SEAL)
	 	Name:  Maurice Amsellem
	 	Title:   Authorized Signatory


 




     


     


    

 


(Signature Page to Amendment No. 7
and Joinder Agreement to Credit and Security Agreement)


   


 


	EXISTING BORROWERS:	TWINLAB CONSOLIDATION CORPORATION
	 	 
	 	By: 	/s/ Thomas A. Tolworthy	(Seal)
	 	Name: Thomas A. Tolworthy
	 	Title:   Chief Executive Officer and President 


 


	TWINLAB CONSOLIDATED HOLDINGS, INC.	 	TWINLAB HOLDINGS, INC.
	 	 	 
	By: 	/s/ Thomas A. Tolworthy	(Seal)	 	By:	/s/ Thomas A. Tolworthy	(Seal)
	Name:  Thomas A. Tolworthy	 	Name:  Thomas A. Tolworthy
	Title:  Chief Executive Officer and President 	 	Title:  Chief Executive Officer and President 
	 	 	 
	TWINLAB CORPORATION	 	ISI BRANDS INC.
	 	 	 
	By: 	/s/ Thomas A. Tolworthy	(Seal)	 	By: 	/s/ Thomas A. Tolworthy	(Seal)
	Name:  Thomas A. Tolworthy	 	Name:  Thomas A. Tolworthy
	Title:  Chief Executive Officer and President 	 	Title:  Chief Executive Officer and President 
	 	 	 
	NUTRASCIENCE LABS, INC.	 	NUTRASCIENCE LABS IP CORPORATION
	 	 	 
	By: 	/s/ Thomas A. Tolworthy	(Seal)	 	By: 	/s/ Thomas A. Tolworthy	(Seal)
	Name:  Thomas A. Tolworthy	 	Name:  Thomas A. Tolworthy
	Title:  Chief Executive Officer and President 	 	Title:  Chief Executive Officer and President 







 




     


     


    

 


 


(Signature Page to Amendment No. 7
and Joinder Agreement to Credit and Security Agreement)


 


	NEW BORROWERS:	 	 
	 	 	 
	ORGANIC HOLDINGS LLC	 	RESERVE LIFE ORGANICS, LLC 
	 	 	 
	By: 	/s/ Thomas A. Tolworthy	(Seal)	 	By ORGANIC HOLDINGS LLC,
	Name: Thomas A. Tolworthy	 	its sole Member
	Title:  Sole Manager	 	 
	 	 	By: 	/s/ Thomas A. Tolworthy	(Seal)
	 	 	Name: Thomas A. Tolworthy
	 	 	Title:  Sole Manager
	 	 	 
	RESVITALE, LLC	 	RE-BODY, LLC 
	 	 	 
	By ORGANIC HOLDINGS LLC,	 	By ORGANIC HOLDINGS LLC,
	its sole Member	 	its sole Member
	 	 	 
	By: 	/s/ Thomas A. Tolworthy	(Seal)	 	By: 	/s/ Thomas A. Tolworthy	(Seal)
	Name: Thomas A. Tolworthy	 	Name: Thomas A. Tolworthy
	Title:  Sole Manager	 	Title:  Sole Manager
	 	 	 
	INNOVITAMIN ORGANICS, LLC	 	ORGANICS MANAGEMENT LLC
	 	 	By ORGANIC HOLDINGS LLC,
	By ORGANIC HOLDINGS LLC,	 	its sole Member
	its sole Member	 	 
	 	 	By: 	/s/ Thomas A. Tolworthy	(Seal)
	By: 	/s/ Thomas A. Tolworthy	(Seal)	 	Name: Thomas A. Tolworthy
	Name: Thomas A. Tolworthy	 	Title:  Sole Manager
	Title:  Sole Manager	 	 
	 	 	 
	COCOAWELL, LLC	 	FEMBODY, LLC
	 	 	 
	By ORGANIC HOLDINGS LLC,	 	By ORGANIC HOLDINGS LLC,
	its sole Member	 	its sole Member
	 	 	 
	By: 	/s/ Thomas A. Tolworthy	(Seal)	 	By: 	/s/ Thomas A. Tolworthy	(Seal)
	Name: Thomas A. Tolworthy	 	Name: Thomas A. Tolworthy
	Title:  Sole Manager	 	Title:  Sole Manager




 




     


     


    

 


(Signature Page to Amendment No. 7
and Joinder Agreement to Credit and Security Agreement)


 


	RESERVE LIFE NUTRITION, L.L.C.	 	INNOVITA SPECIALTY DISTRIBUTION, LLC
	 	 	 
	By ORGANIC HOLDINGS LLC,	 	By ORGANIC HOLDINGS LLC,
	its sole Member	 	its sole Member
	 	 	 
	By: 	/s/ Thomas A. Tolworthy	(Seal)	 	By: 	/s/ Thomas A. Tolworthy	(Seal)
	Name: Thomas A. Tolworthy	 	Name: Thomas A. Tolworthy
	Title:  Sole Manager	 	Title:  Sole Manager
	 	 	 
	JOIE ESSANCE, LLC	 	 
	By ORGANIC HOLDINGS LLC,	 	 
	its sole Member	 	 
	 	 	 
	By: 	/s/ Thomas A. Tolworthy	(Seal)	 	 
	Name: Thomas A. Tolworthy	 	 
	Title:  Sole Manager	 	 


 




     


     


    

 


Exhibit A – Collateral


 


The Collateral consists
of all of New Borrower’s assets, including without limitation, all of New Borrower’s right, title and interest in and
to the following, whether now owned or hereafter created, acquired or arising:


 


		(a)	all goods, Accounts (including health-care insurance receivables), equipment (as defined in the
UCC), Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles,
commercial tort claims (as defined in the UCC), documents(as defined in the UCC), instruments (as defined in the UCC, including
any promissory notes), chattel paper (as defined in the UCC, whether tangible or electronic), cash, money, deposit accounts(as
defined in the UCC), securities accounts (as defined in the UCC), fixtures (as defined in the UCC), letter of credit rights (as
defined in the UCC), letters of credit (as defined in the UCC, whether or not the letter of credit is evidenced by a writing),
securities (as defined in the UCC), and all other investment property(as defined in the UCC), supporting obligations (as defined
in the UCC), and financial assets (as defined in the UCC), whether now owned or hereafter acquired, wherever located;



 


		(b)	all of New Borrower’s books and records evidencing or relating to any of the foregoing; and



 


		(c)	any and rights, remedies, Guarantees, and security interests in respect of the foregoing, all rights
of enforcement and collection, and all rights under the Financing Documents in respect of the foregoing, all information and data
compiled or derived by New Borrower or to which New Borrower is entitled in respect of or related to the foregoing, and any and
all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions
and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.



 




     


     


    

 


Schedule 7.4 (B) – Post Closing
Requirements to Seventh Amendment Closing Date


 


Borrowers shall satisfy
and complete each of the following obligations, or provide Agent each of the items listed below, as applicable, on or before the
date indicated below, all to the satisfaction of Agent in its sole and absolute discretion:


 


		1.	As soon as possible, but in any case within five (5) Business Days of the Seventh Amendment Closing Date, Borrowers
shall deliver or cause to be delivered to Agent:



 


		a.	updated Schedules to the Credit Agreement having been revised and updated to reflect the joinder of the New Borrowers each
as a “Borrower” under the Financing Documents and shall be deemed to be given as of the Seventh Amendment Closing Date
and replace the corresponding schedules to the Credit Agreement;



 


		b.	one or more fully completed and duly executed IRS Tax Form 8821 relating to each New Borrower in form and substance acceptable
for filing with the IRS;



 


		c.	one or more Pledge Agreements with respect to all of the issued and outstanding equity interests of all New Borrowers in form
and substance satisfactory to Agent in its sole and absolute discretion, including the delivery of any certificated equity interests
along with instruments of transfer issued in blank;



 


		d.	one or more Grants of Security Interest in Patent and Trademarks with respect to all of the registered intellectual property
of New Borrowers in form and substance satisfactory to Agent in its sole and absolute discretion;




 


		e.	an amended and restated Certificate of Validity executed by an executive officer or the manager (as the case may be) of the
Borrowers in form and substance satisfactory to Agent in its sole and absolute discretion;



 


		f.	complete and accurate copies of each Material Contract with respect to the New Borrowers including any amendments, supplements,
restatements or modifications thereto;



 


		g.	a complete and accurate updated information certificate with respect to the Borrowers, in form and substance acceptable to
Agent; and



 


		h.	the legal opinion of Varnum LLP covering the New Borrowers and the Amendment No. 7 and Joinder Agreement to the Credit and
Security Agreement and such other matters deemed advisable by Agent in its sole discretion, in form and substance acceptable to
Agent and its counsel.



 




     


     


    

 


		2.	As soon as possible, but in any case within ten (10) days of the Seventh Amendment Closing Date, Borrowers shall
deliver or cause to be delivered to Agent:



 


		a.	evidence of the filed termination statements with respect to financing statements filed with the Delaware Secretary of State
with the New Borrowers as debtors and Penta Mezzanine SBIC Fund I, LP or Siena Funding LLC, successor by assignment to Siena Lending
Group LLC as secured party; and



 


		b.	evidence of insurance with respect to the New Borrowers, including but not limited to an Additional Insured and Lender’s
Loss Payable endorsements and/or declaration pages acceptable to the Lender, all such insurances to be in compliance with Section
4.4 of the Credit Agreement.



 


		3.	As soon as possible, but in any case within fifteen (15) days of the Seventh Amendment Closing Date:



 


		a.	Borrowers shall deliver or cause to be delivered to Agent a landlord’s agreement, warehouseman’s agreement or other
access agreement from the applicable lessor or warehouseman, in each case in form and substance satisfactory to Agent in its reasonable
discretion for all leased properties of the New Borrowers;



 


		b.	Borrowers shall enter, cause to be entered into and deliver to the same to the Agent, a fully executed Deposit Account Control
Agreement with respect to all a deposit accounts and securities accounts with the financial institutions with which New Borrowers
maintain such accounts.



 


Nothing in this Schedule
7.4(B) shall act or be construed to limit any of the rights and remedies of the Agent and Lenders under this Agreement, including
to withhold Borrowing Base reserves.  The failure of any Borrower or of Parent to complete and satisfy any of the above
obligations on or before the date indicated above, or the failure of any Borrower or of Parent to deliver any of the above listed
items on or before the date indicated above, shall constitute an immediate and automatic Event of Default, unless otherwise waived
or extended by the Agent in its sole discretion.