AGREEMENT FOR LIMITED WAIVER OF
NONCIRCUMVENTION PROVISION


This AGREEMENT
FOR LIMITED WAIVER OF NONCIRCUMVENTION PROVISION (this “Agreement”) is made and entered into as of July 5, 2015,
by and between Twinlab Consolidated Holdings, Inc., a Nevada corporation (the “Company”), and Capstone Financial
Group, Inc., a Nevada corporation (“Capstone”).


1.         Noncircumvention
Provision.


1.1         The parties
acknowledge that:


(a) Capstone
and the Company entered into a Compromise Agreement and Release dated May 28, 2015, Section 9 of which (the “Noncircumvention
Provision”) provides:


“Capstone is
the owner of certain freely tradable shares of Twinlab common stock and has identified, and may in the future identify, to Twinlab
on a confidential basis persons to whom Capstone might sell shares of such freely tradable stock from its holdings. Twinlab hereby
agrees that it shall not, without Capstone’s prior written consent, privately place Twinlab equity securities to any persons
heretofore or hereafter first introduced to Twinlab by Capstone as described above; provided that Twinlab may, without Capstone’s
consent, privately place Twinlab equity securities to such a person at any time after the earlier of (a) the date the entire Series
B Warrant (as amended pursuant hereto) has expired and/or been exercised, or (b) the first anniversary of such particular introduction.
Nothing contained herein shall require Twinlab to provide Capstone or persons identified by Capstone information that is not available
in Twinlab’s public filings, and Capstone represents and warrants that any activities undertaken by Capstone or its representatives
with any such persons or entities with whom it engages shall be done in compliance with all applicable securities laws and regulations.”


(b) On the date
set forth on Schedule A hereto, Capstone confidentially identified to the Company a certain investor to whom Capstone was seeking
to sell shares of Company stock owned by Capstone (such investor, as identified on Schedule A hereto, hereinafter referred to as
the “Investor”). The Company acknowledges that Investor is a person described in and covered by the Noncircumvention
Provision. The 366th day after the date set forth on Schedule A hereto for such Investor is referred to herein as the “Applicable
Anniversary.”


(c) Investor
has indicated to Capstone that if the Investor were to invest in equity securities of the Company the Investor may wish to consider
doing so on a direct basis with the Company, and the Company has indicated to Capstone that it is amenable to discussing such a
direct investment with Investor.


(d) The Company
acknowledges that it cannot at this time enter into a private placement of its securities with Investor in the absence of a waiver
of the Noncircumvention Provision allowing such a placement, and Capstone is willing to grant such a waiver on the terms set forth
herein.


1.2         Accordingly,
for good and valuable consideration, the sufficiency and receipt of which are hereby expressly acknowledged, Capstone shall, and
hereby does, waive the Noncircumvention Provision as to the Investor, subject to the terms and conditions of this Agreement (including
the Waiver Fee provisions hereof).


2.         Waiver
Fee.


2.1         It
is an express element of and condition to the waiver hereunder of the Noncircumvention Provision that all consideration paid by
Investor for the purchase of Company equity securities in a Company private placement effected or contracted for before the Applicable
Anniversary (including any deemed pursuant to Section 2.4(d) to have been effected or contracted for before the Applicable
Anniversary) shall be paid directly by the Investor to an escrow account for such purpose at Goodwin Procter




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LLP (the “Escrow Account”)
and that such escrow holder shall be instructed to first deliver to Capstone in cash all of the Waiver Fee cash components attributable
to such private placement, and then to deliver to Capstone all of the Warrants component of the Waiver Fee attributable to such
private placement (it being understood that it is the Company’s responsibility to prepare and execute such Warrants and transmit
such Warrants to the escrow holder for distribution onward to Capstone), and only then to deliver any remainder of such Investor
consideration to the Company. It is expressly understood that if the indicated Waiver Fee is not in fact paid to Capstone via such
escrow, Capstone shall retain all other rights and remedies for recovery of the entire indicated Waiver Fee directly from the Company
(and/or for any breach of the Noncircumvention Provision).


2.2         In consideration
for Capstone waiving the Noncircumvention Provision as to the Investor hereunder (subject to the terms and conditions hereof),
the Company agrees, if and each time Investor pays for Company equity securities purchased in a Company private placement effected
or contracted for before the Applicable Anniversary, that Capstone shall be entitled to receive (a) forthwith, a cash amount equal
to 6% of the Consideration so received by the Company, (b) forthwith after the aggregate Consideration received by the Company
pursuant to all such private placements reaches $35,000,000, a cash payment of $1,400,000 (indicative of an additional 4% of such
first $35,000,000), (c) as to all Consideration so received by the Company other than such first $35,000,000 in the aggregate,
forthwith, an additional cash amount equal to 4% of the Consideration in such private placement (indicative of a new 10% effective
rate for all Consideration so received above the $35,000,000 threshold) [with the private placement in which the threshold is crossed
being partitioned], and (d) forthwith (and without regard to any $35,000,000 threshold), warrants (“Warrants”)
to purchase a number of shares of common stock of the Company equal to the quotient of 10% of the Consideration so received by
the Company divided by the exercise price for such Warrants as established below. The foregoing sentence is, and any Waiver Fee
under this Agreement shall itself be, subject to Section 2.9 (and to the several provisions of Section 2.4).


2.3         As to the
Warrants:


(a) It is understood
that the Warrants shall have the same terms and conditions as the (“first tranche”) Company Series B Warrants currently
held by Capstone, except that the expiration date shall be June 30, 2020, the number of warrant shares shall be established as
set forth in Section 2.2(d) above (subject to later adjustments for splits, etc. as expressly set forth in the prescribed
terms and conditions of the Warrant), and the warrant exercise price shall be determined as follows: (i) in the event that the
only equity security sold in the private placement(s) with Investor is Company common stock, then the exercise price of the Warrant
associated with each such placement shall be the price per share of the stock sold in such private placement; or (ii) in the event
that such private placements (whether individually or separately) include both the sale of Company common stock and the sale of
Convertible Securities or Options (each as defined below) that have a price per share on a fully-exercised/exchange/converted basis
that is lower than the price of the stock sold in such private placements, then the exercise price of the Warrants shall be (and
if previously issued pursuant to a prior placement with Investor shall be adjusted to be) the volume weighted average price per
share of (x) the stock sold and (y) the lower-effective-price Convertible Securities and/or Options issued in such private placements,
assuming full exercise/exchange/conversion of each.


(b) It is further
understood and agreed that the shares of Company common stock underlying the Warrants shall have the same registration rights as
those applicable to the shares of Company common stock underlying the Company Series B Warrants currently held by Capstone, pursuant
to the Registration Rights Agreement dated September 30, 2014 between Capstone and the Company.


(c) It is agreed
that so long as the $12,000,000 minimum investment requirement for a Waiver Fee as set forth in Section 2.9 is surpassed,
that Capstone shall be entitled to receive Warrants providing the right to purchase a minimum of 5,000,000 shares of Company common
stock (or the equivalent number after all adjustments for splits, etc.). Accordingly, if as of the Applicable Anniversary, the
number of shares of common stock underlying all Warrants issued to Capstone pursuant hereto (collectively, assuming




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full exercise thereof, the “Existing
Warrant Shares”) is less than 5,000,000, then the Company shall forthwith issue an additional Warrant to Capstone providing
the right to purchase a number of shares of Company common stock equal to the remainder of 5,000,000 minus the number of Existing
Warrant Shares, such Warrant to be on the same terms, including exercise price, as would be established for any other Warrant hereunder;
provided, however, that if Capstone shall otherwise become entitled to receive Warrants pursuant to Section 2.2 and the
number of underlying shares of Company common stock associated therewith, when combined with the number of underlying shares of
Company common stock associated with Warrants previously issued to Capstone pursuant to this Agreement other than the Warrant
issued pursuant to this Section 2.3(c) exceeds 5,000,000, then the Company shall only be required to issue new Warrants
in amount of such excess (the Warrant issued pursuant to this Section 2.3(c) serving as a credit against any such future
obligations of the Company pursuant to Section 2.2(d)).


(d) Notwithstanding
all of the foregoing, if Capstone expressly requests in writing that the limitation of this sentence be applicable to a particular
private placement (or that such limitation be applicable to Section 2.3(c) and/or Section 2.5), Capstone shall not
be entitled to receive any number of Warrants greater than the number which would, as of the date earned and taking into account
all other Capstone-owned securities, result in Capstone’s beneficial ownership percentage of Company common stock (determined
in accordance with Securities Exchange Act Rule 13d-3(d)) as of such date being 9.95%; and the number of Warrants issuable to Capstone
shall in such event be limited accordingly.


2.4         The following
definitions and constructions shall apply for all purposes of this Agreement:


(a) “Consideration”
shall mean all gross consideration (including the fair market value of any such gross consideration which is not cash) paid to
and received by the Company from Investor pursuant to any private placement of Company equity securities with Investor effected
or contracted for before the Applicable Anniversary. It is expressly agreed that Consideration received into the Escrow Account
and no longer subject to any conditions precedent to the closing of the underlying private placement shall be deemed received by
the Company for purposes of this provision.


(b) “Convertible
Securities” shall mean any evidences of indebtedness, shares or other securities convertible into or exchangeable for
Company stock.


(c) “Options”
shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Company stock or Convertible Securities.


(d) The consideration
for Capstone described in this Section 2 is referred to collectively as the “Waiver Fee.”


(i) Subject to
Section 2.9, the Waiver Fee shall apply for Consideration paid to and received by the Company pursuant to any and all Company
private placements of equity securities to the Investor which are effected or contracted for before the Investor’s Applicable
Anniversary.


(ii) If Options
or Convertible Securities are issued in a private placement which is effected or contracted for before the Applicable Anniversary,
then in addition to any Waiver Fee that may be applicable pursuant to Section 2.4(d)(i) (and subject to the other terms
and conditions of this Agreement) for any Consideration paid to and received by the Company for the initial issuance of such Options
or Convertible Securities, if and when such Options or Convertible Securities are later exercised, exchanged or converted, an additional
Waiver Fee shall be applicable (subject to all the provisions of this Agreement) in respect of any additional Consideration paid
to and received by the Company upon such exercise, exchange or conversion, even if the actual exercise/exchange/conversion of such
Options/Convertible Securities occurs after the Applicable Anniversary (and, indeed, even if the Options/Convertible Securities
are not even potentially exercisable/exchangeable/convertible until after the Applicable Anniversary). In other words, in such




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scenarios, and solely with respect
to Options and/or Convertible Securities initially issued pursuant to a Company private placement effected or contracted for before
the Applicable Anniversary, the actual exercise/exchange/conversion shall be treated as if it were an additional private placement,
and such additional private placement shall be deemed to have been effected or contracted for before the Applicable Anniversary.


(iii) Similarly,
if any Options or Convertible Securities initially issued pursuant to a Company private placement effected or contracted for before
the Applicable Anniversary are, either before or after the Applicable Anniversary, exchanged for or replaced by other Options or
Convertible Securities, such other Options or Convertible Securities shall also be deemed to have been issued in a private placement
which is effected or contracted for before the Applicable Anniversary, and the provisions of this Agreement (including Section
2.4(d)(ii)) shall apply thereto.


(e) “Private
placement” shall also include a registered direct offering to Investor. In addition, an integrated series of private-placement
transactions shall be deemed a single private placement. Also, sales by Company agents of Company equity securities to an Investor
shall be deemed to have been private placements by the Company.


(f) “Equity
securities” shall include Options and Convertible Securities, as well as shares; and “Company equity securities”
shall also include equity securities of any Company subsidiary or vehicle.


2.5         If any amendment
of Options and/or Convertible Securities is made after the issuance of the Options/Convertible Securities and the amended terms,
if in place ab initio, would have resulted in a lower warrant exercise price for the associated Warrants pursuant to Section
2.3(a), the warrant exercise price for the associated Warrants shall automatically be lowered to such lower exercise price.
Within 10 days after any amendment described in this Section 2.5, the Company shall give written notice to Capstone detailing
the amendment and the effect on Warrants.


2.6         Capstone
acknowledges and agrees that the Company shall have the sole and absolute discretion (a) to establish or modify the terms
of any private placement of its equity securities at any time, without notice to Capstone, (b) to determine whether or not an Investor
is a suitable investor, (c) to determine whether, when and how to offer to Investor Company equity securities in any Company private
placement, (d) to market and negotiate the offer of Company equity securities to Investor in any Company private placement, on
such terms and conditions as the Company deems fit, (e) to accept, in whole or in part, or to reject (for any reason or no reason),
in whole or in part, any subscription from Investor for the purchase of Company equity securities, and (f) to terminate any private
placement of its equity securities at any time without notice and without accepting a subscription from Investor.


2.7         The Company
shall forthwith after any private placement of Company equity securities to Investor effected or contracted for before the Applicable
Anniversary (including any deemed pursuant to Section 2.4(d) to have been effected or contracted for before the Applicable
Anniversary) send Capstone a detailed written notice regarding the Consideration and the quantities and material terms of the equity
securities.


2.8         Under no
circumstances shall any Waiver Fee be paid to Capstone with respect to a possible Investor purchase of Company equity securities
in a Company private placement which, for any reason whatsoever, does not actually happen.


2.9         Notwithstanding
anything herein to the contrary, is expressly agreed that no Waiver Fee shall be payable in respect of Capstone’s waiver
under this Agreement unless and until Investor purchases at least $12,000,000 of Company equity securities in one or more Company
private placements (in the aggregate) before the Applicable Anniversary. (If no Waiver Fee is payable for purchases of equity securities
in one or more earlier private placements because the $12,000,000 threshold has not yet been surpassed, but the $12,000,000 threshold
is thereafter surpassed, the indicated Waiver Fee amounts for such earlier private




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placement(s) shall be carried forward
and shall also be payable within the Section 2.1 mechanism for the threshold-crossing private placement.)


3.         Capstone’s
Activities. It is understood by the parties that Capstone’s interactions with the Investor to date have been solely for
Capstone’s own account and not on behalf of the Company, and that in connection with any private placement by the Company
of its equity securities with the Investor, Capstone shall not be required to and shall not (a) provide advice or recommendations
to the Investor regarding the advantages of purchasing Company equity securities in any Company private placement or in a particular
Company private placement, (b) conduct due diligence on behalf of the Company or the Investor, (c) engage in any negotiations on
the Company’s behalf with the Investor or on the Investor’s behalf with the Company, (d) provide financing to the Investor,
or guarantee any financing, for the purchase of Company equity securities in a Company private placement, or (e) handle, possess
or in any way have custody over any funds or securities involved in any transaction between the Company and the Investor.


4.         Miscellaneous
Provisions.


4.1         Amendments
and Waiver. No amendment or modification hereto or waiver of any of the terms or provisions hereof shall be valid unless set
forth in a writing that is executed by each of the parties hereto. No such waiver of any term, provision or condition of this Agreement,
in any one or more instances, shall be deemed to be or construed as a further waiver of any such term, provision or condition or
as a waiver of any other term, provision or condition of this Agreement. Moreover, it is expressly agreed that the Noncircumvention
Provision waiver granted herein shall apply only to the Investor and does not extend to any other person or entity beyond the Investor.


4.2         Expenses.
Each party shall bear and pay all of its own expenses incurred in the preparation of and performance pursuant to this Agreement.


4.3         Entire
Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter of this Agreement,
and supersedes any and all prior and contemporaneous commitments, undertakings and agreements, whether written or oral, with respect
to the subject matter hereof. The parties acknowledge that each party has not relied, in deciding whether to enter into this Agreement
on this Agreement’s expressly stated terms and conditions, on any representations, warranties, covenants, undertakings, commitments,
promises or agreements, which are not expressly set forth within this Agreement.


4.4         Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference
to its conflicts of law principles or statutes, and the parties consent to the exclusive jurisdiction by the state and federal
courts sitting in New York.


4.5         Severability.
This Agreement is severable. If any portion(s) of this Agreement is found to be unenforceable, the portion(s) shall be construed
in such a manner as will to the maximum extent possible enable such portion(s) to be enforceable, the remaining portions of this
Agreement shall be enforced to the maximum extent possible, and the unenforceable portion will not affect the enforceability of
the remaining provisions.


4.6         Notices.
All notices, requests, demands and other communications given or made pursuant to this Agreement shall be in writing and sent by
US mail, email, overnight courier, or personal delivery, to the following addresses:





	If to the Company:	Twinlab Consolidated Holdings, Inc.
	 	632 Broadway
	 	New York, NY 10012
	 	Attn: Richard H. Neuwirth, CLO








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	 	Email: rneuwirth@twinlab.com
	 	 
	If to Capstone:	Capstone Financial Group, Inc.
	 	8600 Transit Road
	 	East Amherst, NY 10451
	 	Attn: Darin Pastor, CEO
	 	Email: dpastor@capstonefg.com






 


or at such other address for a party
as shall be specified by like notice. Any notice which is delivered personally, by overnight courier or by email in the manner
provided in this Section 4.6 shall be deemed to have been duly given to the party to whom it is addressed upon actual receipt
by such party. Any notice which is addressed and mailed in the manner herein provided shall be conclusively presumed to have been
given to the party to whom it is addressed at the close of business, local time of the recipient, on the third business day after
it is so placed in the US mail.


4.7         Facilitation.
Each party hereto agrees to execute and perform such other documents and acts as are reasonably required in order to facilitate
the terms of this Agreement and the intent thereof, and to cooperate in good faith in order to effectuate the provisions of this
Agreement.


4.8         Authorization.
Each party represents and warrants to the other party that its execution and delivery of this Agreement have been duly authorized
by its Board of Directors and do not violate any law or any agreement between it and any third party. Each individual signing this
Agreement on behalf of a party represents and warrants in his individual capacity to the other party that his execution and delivery
of this Agreement on behalf of such first party has been duly authorized by such first party’s Board of Directors.


4.9         Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument. A signed copy of this Agreement for Limited Waiver of Noncircumvention Provision delivered
by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original
signature and shall bind any party hereto whose signature was so delivered.


IN WITNESS WHEREOF,
the parties have executed and delivered this Agreement for Limited Waiver of Noncircumvention Provision as of the date first above
written.


 


	
        COMPANY

         

        Twinlab Consolidated Holdings, Inc.

         

         

        By: _____________________________

        Thomas Tolworthy, Chief Executive Officer

        /s/ Thomas Tolworthy
	
        CAPSTONE

         

        Capstone Financial Group, Inc.

         

         

        By: _____________________________

        Darin Pastor, Chief Executive Officer

        /s/ Darin Pastor



 




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SCHEDULE A


 


Identification and Definition of “Investor”


 


For the purposes of this Agreement for Limited Waiver of Noncircumvention
Provision, the “Investor” is and shall mean B. Thomas Golisano, all persons or entities directly or indirectly
controlled by Mr. Golisano, and any members of Mr. Golisano’s immediate family (which for purposes hereof shall include any
parent, spouse, fiancée, or child) or trusts for the benefit of Mr. Golisano or such immediate family members.


 


Date: June 13, 2015