AMENDMENT NO. 1 TO SERIES
B WARRANT


 


This Amendment No. 1 to Series B Warrant (“Amendment No.
1”) is made and entered into as of May 28, 2015 (the “Effective Date”) by and between Twinlab Consolidated
Holdings, Inc. (“TCH” or the “Company”), a Nevada corporation, and Capstone Financial Group,
Inc., a Nevada corporation (“Capstone” or “Registered Owner”).


 


WHEREAS, TCH and Capstone are parties
to that certain Series B Warrant, Warrant Number: B-CAP-001, dated as of September 30, 2014 (the “Series B Warrant”);


 


WHEREAS, TCH and Capstone wish to modify
the terms of the Series B Warrant as set forth below;


 


NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows:


 


		1.	The number of shares of Common Stock exercisable under the Series B Warrant is amended to be
18,000,000 (i.e., Capstone is immediately surrendering 4,368,421 of the original 22,368,421 warrants).



 


		2.	The last sentence of Section 5 of the original Series B Warrant is deleted.



 


		3.	Section 19 of the original Series B Warrant is deleted ab initio.



 


		4.	The address for notice to the Registered Owner as set forth in Paragraph 21 of the original Series
B Warrant is changed to: 



 


	“If to the Registered Owner:	
        Capstone Financial Group, Inc.

        8600 Transit Road

        East Amherst, NY 14051

        E-mail: dpastor@capstonefg.com

        Attention: Darin R. Pastor

         

	with a copy to (which shall not constitute notice to the Registered Owner):	
        Stradling Yocca Carlson & Rauth, P.C.

        4365 Executive Drive, Suite 1500

        San Diego, CA 92121

        E-mail:htrubitt@sycr.com

        Attention: Hayden Trubitt”

         



 


		5.	The Series B Warrant shall, for the purpose of determining the expiration dates of the Registered
Owner’s rights to exercise the Series B Warrant (and for the purpose of





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Exhibit B of that certain Compromise Agreement and Release
between the parties of equal date herewith), be considered as if it were divided into four tranches, as follows:


 


		a.	“Tranche 1”: the “first” segment consisting of 2,000,000 shares exercisable under the Series B Warrant
as hereby amended.



		b.	“Tranche 2”: the “second” segment consisting of 4,000,000 shares exercisable under the Series B Warrant
as hereby amended (i.e., available warrant shares no. 2,000,001 through 6,000,000).




		c.	“Tranche 3”: the “third” segment consisting of 6,000,000 shares exercisable under the Series B Warrant
as hereby amended (i.e., available warrant shares no. 6,000,001 through 12,000,000).




		d.	“Tranche 4”: the “fourth” segment consisting of 6,000,000 shares exercisable under the Series B Warrant
as hereby amended (i.e., available warrant shares no. 12,000,001 through 18,000,000).



 


		6.	The expiration dates for Registered Owner’s rights to exercise each Tranche referenced
in Section 5 above, shall be as follows:



 


		a.	The “Tranche 1” warrant shares shall in no event be exercisable after 5:00 p.m.,
New York Time, November 30, 2015.



 


		b.	The “Tranche 2” warrant shares shall in no event be exercisable after 5:00 p.m.,
New York Time, March 31, 2016.



 


		c.	The “Tranche 3” warrant shares shall in no event be exercisable after 5:00 p.m.,
New York Time, July 31, 2016.



 


		d.	The “Tranche 4” warrant shares shall in no event be exercisable after 5:00 p.m.,
New York Time, November 30, 2016.



 


		7.	Except as expressly modified by this Amendment No. 1, all terms and conditions of the Series
B Warrant shall remain in full force and effect.



 


		8.	This Amendment No. 1 shall be governed by and construed in accordance with the internal laws
of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New
York or any other jurisdiction).



 


		9.	The share figures expressed in this Amendment No. 1 shall be proportionately adjusted if the
Company, by stock split, stock dividend, reverse split, reclassification of shares, or otherwise, changes as a whole the outstanding
Common Stock into a different number or class of shares, such adjustment to be effective immediately before the date upon which
the change becomes effective.





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		10.	This Amendment No. 1 may be executed in counterparts, each of which shall be deemed an original,
but all of which together shall be deemed to be one and the same instrument. A signed copy of this Amendment No. 1 delivered by
facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original
signed copy of this Amendment No. 1.



 


IN WITNESS WHEREOF, the parties hereto
have caused this Amendment No. 1 to be duly executed and delivered as of the day and year first written above.


 




TWINLAB CONSOLIDATED HOLDINGS, INC.


 


 


 


By: /s/ Thomas A. Tolworthy                        


Name: Thomas A. Tolworthy


Title: President and Chief Executive Officer


 


 


CAPSTONE FINANCIAL GROUP, INC.


 


 


 


By: /s/ Darin R. Pastor                                 


Name: Darin R. Pastor


Title: Chief Executive Officer





 



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