NOTE

– DEBT

Debt consisted of the following as of:

	September 30, 2018			December 31, 2017
Related Party Debt:
July 2014 note payable to Little Harbor, LLC (converted to a new note in February 2018)	$	3,267		$	3,267
July 2016 note payable to Little Harbor, LLC		4,770			4,770
January 2016 note payable to Great Harbor Capital, LLC		2,500			2,500
March 2016 note payable to Great Harbor Capital, LLC		7,000			7,000
December 2016 note payable to Great Harbor Capital, LLC		2,500			2,500
August 2017 note payable to Great Harbor Capital, LLC		3,000			3,000
February 2018 note payable to Great Harbor Capital, LLC		2,000			-
July 2018 note payable to Great Harbor Capital, LLC, net of discount of $1,303 at September 30, 2018		3,697			-
January 2016 note payable to Golisano Holdings LLC		2,500			2,500
March 2016 note payable to Golisano Holdings LLC		7,000			7,000
July 2016 note payable to Golisano Holdings LLC		4,770			4,770
December 2016 note payable to Golisano Holdings LLC		2,500			2,500
March 2017 note payable to Golisano Holdings LLC		3,267			3,267
February 2018 note payable to Golisano Holdings LLC		2,000			-
November 2014 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $881 and $1,491 as of September 30, 2018 and December 31, 2017, respectively		7,119			6,509
January 2015 note payable to Golisano Holdings LLC (formerly payable to JL-BBNC Mezz Utah, LLC), net of discount and unamortized loan fees in the aggregate of $1,143 and $1,829 as of September 30, 2018 and December 31, 2017, respectively		3,857			3,171
February 2015 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $78 and $130 as of September 30, 2018 and December 31, 2017, respectively		1,922			1,869
Total related party debt		63,669			54,623

Senior Credit Facility with Midcap		9,014			12,088

Other Debt:
April 2016 note payable to JL-Utah Sub, LLC		125			313
Capital lease obligations, net of discount of $52 and $210 as of September 30, 2018 and December 31, 2017, respectively		389			1,252
Huntington Holdings		3,200			3,200
Total other debt		3,714			4,765

Total debt		76,397			71,476
Less current portion		(73,173	)		(68,093	)

Long-term debt	$	3,224		$	3,383

Related-Party Debt

July 2014

Note Payable

Little Harbor, LLC

Pursuant to a

July 2014

Debt Repayment Agreement with Little Harbor, LLC (“Little Harbor”), an entity owned by certain stockholders of the Company, we were obligated to pay such party

$4,900

per year in structured monthly payments for

years provided that such payment obligations would terminate at such earlier time as the trailing

ninety

day volume weighted average closing sales price of the Company’s common stock on all domestic securities exchanges on which such stock is listed equals or exceeds

$5.06

per share. This note is unsecured and matured on

July 25, 2017

with an outstanding balance of

$3,267.

February 6, 2018,

we entered into an agreement with Little Harbor to convert the obligations into an unsecured promissory note. The note matures on

July 25, 2020,

bears interest at an annual rate of

8.5%,

with the principal payable at maturity.

July 2016

Note Payable

Little Harbor, LLC

July 21, 2016,

we issued an Unsecured Delayed Draw Promissory Note in favor of Little Harbor, pursuant to which Little Harbor

may,

in its sole discretion and pursuant to draw requests made by the Company, loan us up to the maximum principal amount of

$4,770.

This note is unsecured and matures on

January 28, 2019.

This note bears interest at an annual rate of

8.5%,

with the principal payable at maturity. If Little Harbor, in its discretion, accepts a draw request made by the Company under this note, Little Harbor shall

not

transfer cash to the Company, but rather Little Harbor shall irrevocably agree to accept the principal amount of any monthly delayed draw under this note in lieu and in complete satisfaction of the obligation to make an equivalent dollar amount of periodic cash payments otherwise due to Little Harbor under the

July 2014

note payable. During the year ended

December 31, 2016,

we requested and Little Harbor LLC approved, draws totaling

$4,770.

There were

draws during the year ended

December 31, 2017

and the quarter ended

September 30, 2018.

We issued a warrant into escrow in connection with this loan (see Little Harbor Escrow Warrant in Note

Little Harbor also delivered a deferment letter to which Little Harbor agreed to defer all payments due under the notes specified in the Little Harbor Deferment Letter through

September 30, 2018

until

January 1, 2019

and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

January 2016

Note Payable to

Great Harbor Capital

, LLC

Pursuant to a

January 28, 2016

Unsecured Promissory Note with Great Harbor Capital, LLC (“GH”), an affiliate of a member of our Board of Directors, GH lent us

$2,500.

The note matures on

January 28, 2019,

bears interest at an annual rate of

8.5%,

with the principal payable in

monthly installments of

$104

commencing on

February 28, 2017.

We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note

March 2016

Note Payable to

Great Harbor Capital

, LLC

Pursuant to a

March 21, 2016

Unsecured Promissory Note, GH lent us

$7,000.

The note matures on

March 21, 2019,

bears interest at an annual rate of

8.5%,

with the principal payable in

monthly installments of

$292

commencing on

April 21, 2017.

We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note

December 2016

Note Payable to

Great Harbor Capital

, LLC

Pursuant to a

December 31, 2016

Unsecured Promissory Note, GH lent us

$2,500.

The note matures on

December 30, 2019,

bears interest at an annual rate of

8.5%,

with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note

August 2017

Note Payable to Great Harbor Capital, LLC

Pursuant to an

August 30, 2017

Secured Promissory Note, GH lent us

$3,000.

The note matures on

August 29, 2020,

bears interest at an annual rate of

8.5%,

with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note

February

201

Note Payable to

Great Harbor Capital

, LLC

Pursuant to a

February 6, 2018

Secured Promissory Note, GH lent us

$2,000

(Great Harbor Note

1”

). The note matures on

February 6, 2021,

bears interest at an annual rate of

8.5%,

with the principal payable at maturity. This note is secured by collateral and is subordinate to the indebtedness owed to Midcap Funding

Trust (“MidCap”), as successor-by-assignment from MidCap Financial Trust.

Also, on

February 6, 2018,

the Company issued an Amended and Restated Secured Promissory Note to GH (“Great Harbor Note

2”

) replacing the prior Secured Promissory Note issued on

August 30, 2017.

The amendment added a requirement that when the Company consummates any Special Asset Disposition (as defined in the Great Harbor Note

), provided that the Company has a minimum liquidity of

$1,000,

the Company will use the net cash proceeds from the Special Asset Disposition to pay any accrued and unpaid interest under the Great Harbor Note

and any other note subject to the Intercreditor Agreement (defined below). The maturity date, interest rate and payment terms remain unchanged from the original secured promissory note issued to GH on

August 30, 2017.

July 2018

Note Payable to Great Harbor Capital, LLC

Pursuant to a

July 27, 2018

Secured Promissory Note, GH loaned the Company

$5,000

("Great Harbor Note

). The Great Harbor Note

matures on

January 27, 2020

and bears interest at an annual rate of

8.5%,

with the principal payable at maturity. The principal of the Great Harbor Note is payable at maturity on

January 27, 2020.

The Great Harbor Note is secured by collateral. We issued a warrant in connection with this loan (see GH Warrants in Note

The Great Harbor Note

is subordinate to the indebtedness owed to MidCap. The Great Harbor Note

is senior to the indebtedness owed to Little Harbor, LLC and Golisano Holdings LLC.

GH also delivered a deferment letter to which GH agreed to defer all payments due under the notes specified in the Great Harbor Deferment Letter through

September 30, 2018

until

January 1, 2019

and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

November 2014

Note Payable to Golisano Holdings LLC (formerly payable to

Penta Mezzanine SBIC Fund I, L.P.

)

November 13, 2014,

we raised proceeds of

$8,000,

less certain fees and expenses, from the issuance of a secured note to Penta Mezzanine SBIC Fund I, L.P. (“Penta”). The Managing Director of Penta, an institutional investor, is also a member of the Board of Directors of our Company. We granted Penta a security interest in our assets and pledged the shares of our subsidiaries as security for the note. This note matures on

November 13, 2019

with payments of principal due on a quarterly basis commencing on

November 13, 2017

in installments of (i)

$360

per quarter for the

first

four

quarters, (ii)

$440

per quarter for the next

four

quarters and (iii)

$520

per quarter for each quarter thereafter. This note bears interest of

12%

per annum, payable monthly. We issued a warrant to Penta to purchase

4,960,740

shares of the Company’s common stock in connection with this loan (see Penta Warrants in Note

). The estimated fair value of the warrant at the date of issuance was

$3,770,

which was recorded as a note discount and is being amortized into interest expense over the term of this loan. Additionally, we had incurred loan fees of

$273,

which is also being amortized into interest expense over the term of this loan. On

March 8, 2017,

Golisano Holdings LLC (“Golisano LLC”) acquired this note payable from Penta. The terms of this note payable remain the same with the only changes being the holder of the promissory note and reduction of the interest rate to

8%.

January 2015

Note Payable to Golisano Holdings LLC (formerly payable to JL-Mezz Utah, LLC-

f/k/a JL-BBNC Mezz Utah, LLC)

January 22, 2015,

we raised proceeds of

$5,000,

less certain fees and expenses, from the sale of a note to JL-Mezz Utah, LLC (f/k/a JL-BBNC Mezz Utah, LLC) (“JL”). The proceeds were restricted to pay a portion of the Nutricap Labs, LLC (“Nutricap”) asset acquisition. We granted JL a security interest in the Company’s assets, including real estate and pledged the shares of our subsidiaries as security for the note. The note matures on

February 13, 2020

with payments of principal due on a quarterly basis commencing

March 1, 2017

in installments starting at

$250

per quarter and increasing to

$350

per quarter. This note bears interest of

per annum, payable monthly. We issued a warrant to JL to purchase

2,329,400

shares of the Company’s common stock on

January 22, 2015

and

434,809

shares of the Company’s common stock on

February 4, 2015 (

see JL Warrants in Note

). The estimated fair value of these warrants at the date of issuances was

$4,389,

which was recorded as a note discount and is being amortized into interest expense over the term of these loans. Additionally, we had incurred loan fees of

$152

relating to this loan, which is also being amortized into interest expense over the term of these loans. On

March 8, 2017,

Golisano LLC acquired this note payable from JL. The terms of this note payable remain the same with the only change being the holder of the promissory note.

February 2015

Note Payable to Golisano Holdings LLC (formerly payable to

Penta Mezzanine SBIC Fund I, L.P.

)

February 6, 2015,

we raised proceeds of

$2,000,

less certain fees and expenses, from the issuance of a secured note payable to Penta. The proceeds were restricted to pay a portion of the acquisition of the customer relationships of Nutricap. This note matures on

November 13, 2019

with payments of principal due on a quarterly basis commencing

November 13, 2017

in installments of (i)

$90

per quarter for the

first

four

quarters, (ii)

$110

per quarter for the next

four

quarters and (iii)

$130

per quarter for each quarter thereafter. This note bears interest of

per annum, payable monthly. We issued a warrant to Penta to purchase

869,618

shares of the Company’s common stock in connection with this loan (see Golisano LLC Warrants (formerly Penta Warrants) in Note

). The estimated fair value of these warrants at the date of issuances totaled

$250,

which was recorded as a note discount and is being amortized into interest expense over the term of this loan. Additionally, we had incurred loan fees of

$90,

which is also being amortized into interest expense over the term of these loans. On

March 8, 2017,

Golisano LLC acquired this note payable from Penta. The terms of this note payable remain the same with the only change being the holder of the promissory note.

January 2016

Note Payable to Golisano Holdings LLC

Pursuant to a

January 28, 2016

Unsecured Promissory Note with Golisano LLC, an affiliate of a member of our Board of Directors, Golisano LLC lent us

$2,500.

The note matures on

January 28, 2019,

bears interest at an annual rate of

8.5%,

with the principal payable in

monthly installments of

$104

commencing on

February 28, 2017.

We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note

March 2016

Note Payable to Golisano Holdings LLC

Pursuant to a

March 21, 2016

Unsecured Promissory Note, Golisano LLC lent us

$7,000.

The note matures on

March 21, 2019,

bears interest at an annual rate of

8.5%,

with the principal payable in

monthly installments of

$292

commencing on

April 21, 2017.

We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note

July 2016

Note Payable to Golisano Holdings LLC

July 21, 2016,

we issued an Unsecured Delayed Draw Promissory Note in favor of Golisano LLC pursuant to which Golisano LLC

may,

in its sole discretion and pursuant to draw requests made by the Company, loan the Company up to the maximum principal amount of

$4,770

(the “Golisano LLC

July 2016

Note”). The Golisano LLC

July 2016

Note matures on

January 28, 2019.

Interest on the outstanding principal accrues at a rate of

8.5%

per year. The principal of the Golisano LLC

July 2016

Note is payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note

). During the year ended

December 31, 2016,

we requested and Golisano LLC approved, draws totaling

$4,770.

December 2016

Note Payable to Golisano Holdings LLC

Pursuant to a

December 31, 2016

Unsecured Promissory Note, Golisano LLC lent us

$2,500.

The note matures on

December 30, 2019,

bears interest at an annual rate of

8.5%,

with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note

March

201

Note Payable to Golisano Holdings LLC

Pursuant to a

March 14, 2017

Unsecured Promissory Note, Golisano LLC lent us

$3,267.

The note matures on

December 30, 2019,

bears interest at an annual rate of

8.5%,

with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note

February

201

Note Payable to Golisano Holdings LLC

Pursuant to a

February 6, 2018

Secured Promissory Note, Golisano LLC lent us

$2,000

(“Golisano LLC Note”). The note matures on

February 6, 2021,

bears interest at an annual rate of

8.5%,

with the principal payable at maturity. This note is secured by collateral and is subordinate to the indebtedness owed to MidCap.

Golisano LLC also delivered a deferment letter pursuant to which Golisano LLC agreed to defer all payments due under the notes specified in the Golisano Deferment Letter through

September 30, 2018

until

January 1, 2019

and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

February 6, 2018,

GH and Golisano LLC entered into an intercreditor agreement where they agreed that each of the Great Harbor Note

the Great Harbor Note

and the Golisano LLC Note are pari passu as to repayment, security and otherwise and are equally and ratably secured (the “Intercreditor Agreement”).

July 27, 2018,

the Company and Golisano LLC, as successor by assignment to Penta Mezzanine SBIC Fund I, L.P. to the original Note and Warrant Purchase Agreement, dated as of

November 13, 2014,

as amended from time to time, entered into the Thirteenth Amendment to the Note (“Thirteenth Amendment”). Pursuant to the Thirteenth Amendment, Golisano LLC consented to the secured loan in the amount of

$4,000

from GH to the Company.

July 27, 2018,

the Company and Golisano LLC, as successor by assignment to JL-Mezz Utah, LLC (f/k/a JL-BBNC Mezz Utah, LLC) to the original Note and Warrant Purchase Agreement, dated as of

November 13, 2014,

as amended from time to time, entered into the Twelfth Amendment to the Note (“Twelfth Amendment”). Pursuant to the Twelfth Amendment, Golisano LLC consented to the secured loan in the amount of

$4,000

from GH to the Company.

July 27, 2018,

GH and Golisano LLC entered into an intercreditor agreement (the “Intercreditor Agreement

2”

) where they agreed that the Great Harbor Note

is subordinate to the indebtedness owed to MidCap. The Great Harbor Note

is senior to the indebtedness owed to Little Harbor, LLC and Golisano Holdings LLC.

Senior Credit Facility

January 22, 2015,

we entered into a

three

-year

$15,000

revolving credit facility (the “Senior Credit Facility”) based on our accounts receivable and inventory, increasable to up to

$20,000,

with MidCap Financial Trust, which subsequently assigned the agreement to an affiliate, Midcap Funding

Trust (“MidCap”). On

September 2, 2016,

we entered into an amendment with Midcap to increase the Senior Credit Facility to

$17,000

and extend our facility an additional

months. In conjunction with this Senior Credit Facility, we issued a warrant to Midcap to purchase

500,000

shares of the Company’s common stock that expired on

January 21, 2018 (

see MidCap Warrant

in Note

). In addition, we granted MidCap a

first

priority security interest in certain of our assets and pledged the shares of our subsidiaries as security for amounts owed under the credit facility. We are required to pay Midcap an unused line fee of

0.50%

per annum, a collateral management fee of

1.20%

per month and interest of LIBOR plus

per annum, which calculated interest rate was

7.77%

per annum as of

September 30, 2018.

The estimated fair value of these warrants at the date of issuance was

$130,

which was recorded as a note discount and is being amortized into interest expense over the term of the Senior Credit Facility. Additionally, we have incurred loan fees totaling

$540

relating to the Senior Credit Facility and any subsequent amendments, which is also being amortized into interest expense over the term of the Senior Credit Facility.

Other Debt

April 2016

Note Payable to

JL-Utah Sub, LLC

Pursuant to an

April 5, 2016

Unsecured Promissory Note, JL-Utah Sub, LLC lent us

$500.

The note matures on

March 21, 2019,

bears interest at an annual rate of

8.5%,

with the principal payable in

monthly installments of

$21

commencing on

April 21, 2017.

Capital Lease Obligations

Our capital lease obligations pertain to various leasing agreements with Essex Capital Corporation (“Essex”), a related party to the Company as Essex’s principal owner was a member of the Board of Directors of the Company through

January 22, 2018.

2014

Huntington Holdings, LLC

August 6, 2016,

the

-month anniversary of the closing of a share purchase agreement, we were required to pay the purchaser of the common stock the difference between

$2.29

per share and either a defined market price or a price per share determined by a valuation firm acceptable to both parties. Based on an outside professional valuation performed on the Company’s common stock, the Company estimated the stock price guarantee payment to be

$3,210.

Accordingly, the Company recorded a loss on the stock purchase price guarantee of

$3,210

and a corresponding liability for the same amount in

2016,

which was included in accrued expenses and other current liabilities in the consolidated balance sheet as of

December 31, 2016.

June 2, 2017,

the Company issued an unsecured promissory note (the “Huntington Note”) in favor of

2014

Huntington Holdings LLC (“Huntington.” The Huntington Note matures on

June 2, 2019

with the principal amount of

$3,200

payable at maturity. Interest on the outstanding principal accrues at a rate of

8.5%

per year from

August 6, 2016

August 15, 2017

and increases to

10%

per year thereafter. We paid

$50

to Huntington related to accrued interest from

August 6, 2016

through the date of issuance of the Huntington Note. Huntington was required to return

778,385

shares of the Company’s common stock which were issued into escrow. We were required to provide certain piggyback registration rights to Huntington in regard to the remaining

749,999

shares of the Company’s common stock held by Huntington. If the Huntington Note was paid off prior to

August 14, 2017,

the

778,385

shares held in escrow were to be released from escrow and transferred to the Company for

additional consideration. If the note remained outstanding on

August 15, 2017,

we had the right, but

not

the obligation, to pay

$140

to Huntington to purchase

764,192

of the subject shares held in escrow. Upon the exercise of this purchase option, the subject shares were to be released from escrow and transferred to the Company. If the note remained outstanding on

August 15, 2017

and we did

not

exercise the option to purchase the shares, the shares were to be returned from escrow to Huntington and we would

longer have repurchase rights. On

August 15, 2017,

the note was outstanding, and we did

not

exercise the repurchase right. The

778,385

shares were returned from escrow to Huntington.

Financial Covenants

Certain of the foregoing debt agreements, as amended, require us to meet certain affirmative and negative covenants, including maintenance of specified ratios. We amended our debt agreements with MidCap, Penta and JL, effective

July 29, 2016,

to, among other things, reset the financial covenants of each debt agreement. As of

September 30, 2018,

we were

not

in compliance with these financial covenants of the debt agreements; however, the lenders provided the Company with a waiver of the covenant violations through

September 30, 2018.