Exhibit 10.139


 


EXECUTION VERSION


 


AMENDMENT NO. 3 TO UNSECURED PROMISSORY
NOTE


 


This Amendment No.
3 to Unsecured Promissory Note (the "Amendment") is made as of this 21st day of July, 2016, by and between
TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation ("Maker"), and GOLISANO HOLDINGS LLC, a New York limited
liability company ("Holder").


 


WHEREAS, the
Maker is indebted to the Holder under a certain Unsecured Promissory Note in the principal amount of Two Million Five Hundred Thousand
Dollars ($2,500,000) dated January 28, 2016, as amended by that certain Amendment No. 1 to Unsecured Promissory Note, dated March
21, 2016 and that certain Amendment No. 2 to Unsecured Promissory Note, dated April 5, 2016 (as amended, the "Note");
and


 


WHEREAS, the
Borrower and the Holder have agreed to amend the Note in accordance with this Amendment.


 


NOW, THEREFORE,
the parties hereto agree as follows:


 


1.            Section
2.01(c) of the Note is hereby restated in its entirely to read as follows:


 


(c)          The
occurrence of (x)(i) a default or an event of default with respect to any indebtedness of Maker for borrowed money that accrues
interest, including, but not limited to Midcap Funding X Trust, Penta Mezzanine SBIC Fund I, L.P., JL-Mezz Utah, LLC, JL Properties,
Inc., Holder, Great Harbor Capital, LLC ("Great Harbor"), JL-Utah Sub, LLC (“JL-US”) and Little Harbor, LLC
(“Little Harbor”) and (ii) such indebtedness is accelerated by the creditor or (y) for the non-payment of indebtedness
of Maker for borrowed money at its scheduled final maturity (including any extension or refinancings thereof);


 


Amendment No. 3 to Unsecured Promissory
Note (Golisano Holdings)


 




    	 	 	 



     


    

 


2.            Section
3.11 of the Note is hereby restated in its entirely to read as follows:


 


3.11         Pari
Passu Notes. Maker and Holder acknowledge and agree that the payment of all or any portion of the outstanding principal
amount of this Note and all interest hereon shall be pari passu in right of payment and in all other respects to that (a)
certain Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 (the "Second
Holder Note"), in the original principal amount of $7,000,000 issued by Maker to Holder and that certain Unsecured
Delayed Draw Promissory Note dated July 21, 2016 (the “Third Holder Note” and together with this Note and the
Second Holder Note, the "Holder Notes") in the original principal amount of $4,769,996 (or such lesser amount
as is drawn pursuant to the terms thereof) issued by Maker to Holder (b) that certain Unsecured Promissory Note, dated as of January
28, 2016 as amended by Amendment No. 1 dated as of March 21, 2016 and Amendment No. 2 dated as of April 5, 2016 (the "First
Great Harbor Note"), in the original principal amount of $2,500,000 issued by Maker to Great Harbor and, that certain
Unsecured Promissory Note, dated as of March 21, 2016, as amended by Amendment No. 1 dated as of April 5, 2016 in the original
principal amount of $7,000,000 issued by Maker to Great Harbor (the "Second Great Harbor Note" and together with
the First Great Harbor Note, the “Great Harbor Notes”), (c) that certain promissory note, dated as of April
5, 2016, in the original principal amount of $500,000 issued by Maker to JL-US (the “JL-US Note”) and (d) that
certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the "Little Harbor Note") in the original
principal amount of $4,769,996 (or such lesser amount as is drawn pursuant to the terms thereof) issued by Maker to Little Harbor.
Maker and Holder acknowledge and agree that all payments of principal and interest on all of the Holder Notes, the Great Harbor
Notes, the JL-US Note and the Little Harbor Note (collectively, the "Investor Notes") shall all be made pro rata
with respect to each such Investor Note based on the unpaid principal balance under all Investor Notes. If Holder receives any
payment or other amount with respect to this Note and the other Holder Notes in excess of that which it is entitled to under this
Section 3.11, it shall, and shall be deemed to, hold such excess amount in trust for the benefit of Great Harbor, Little
Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Great Harbor, Little Harbor and/or
JL-US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Great Harbor, Little Harbor and JL-US are
each an express third party beneficiary of this Section 3.11 and it shall not be amended or modified without the express
written consent of Great Harbor, Little Harbor and JL-US.


 


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


 


4.            Upon
the effectiveness of this Amendment, each reference in the Note to "the Note," "this Note," "hereunder,"
"hereof," "herein," or words of similar import shall mean and be a reference to the Note, as amended by this
Amendment.


 


5.            This
Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof
and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof.
To the extent of any conflict between the terms and conditions of this Amendment and the Note, the terms and conditions of this
Amendment shall govern.


 


6.            This
Amendment may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of
which shall be an original and all of which shall together constitute one and the same document.


 


[SIGNATURE PAGE FOLLOWS]


 




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EXECUTION VERSION


 


IN WITNESS WHEREOF,
Maker and Holder have executed this Amendment as of the date first above written.


 


	 	TWINLAB CONSOLIDATED HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Naomi Whittel 
	 	 	Name:  Naomi Whittel
	 	 	Title:    Chief Executive Officer
	 	 
	 	GOLISANO HOLDINGS LLC
	 	 	 
	 	By:	/s/ B. Thomas Golisano
	 	 	B. Thomas Golisano
	 	 	Title:  Member


 


The undersigned hereby consent to this Amendment
No. 3 to Unsecured Promissory Note.


 


	 	GREAT HARBOR CAPITAL, LLC
	 	 
	 	/s/ Mark J. Bugg
	 	Mark J. Bugge
	 	Title: Secretary
	 	 
	 	JL-Utah Sub, LLC
	 	 
	 	/s/ Jonathan B. Rubini
	 	Jonathan B. Rubini
	 	Title: Managing Member


 


Amendment No. 3 to Unsecured Promissory
Note (Golisano Holdings)