Exhibit 10.135


 


EXECUTION VERSION


 


THIS INSTRUMENT IS SUBJECT TO THE TERMS
OF A SUBORDINATION AGREEMENT DATED AS OF JANUARY 28, 2016 AMONG HOLDER, MAKER AND MIDCAP FUNDING X TRUST, A DELAWARE STATUTORY
TRUST, ADMINISTRATIVE AGENT, WHICH SUBORDINATION AGREEMENT (AS AMENDED IN ACCORDANCE WITH ITS TERMS) IS INCORPORATED HEREIN BY
REFERENCE (the “MidCap Subordination”).


 


THIS INSTRUMENT IS SUBJECT TO THE TERMS
OF A SUBORDINATION AGREEMENT DATED AS OF JANUARY 28, 2016 AMONG HOLDER, MAKER AND PENTA MEZZANINE SBIC FUND I, L.P., A DELAWARE
LIMITED PARTNERSHIP, WHICH SUBORDINATION AGREEMENT (AS AMENDED IN ACCORDANCE WITH ITS TERMS) IS INCORPORATED HEREIN BY REFERENCE
(the “Penta Subordination”).


 


THIS INSTRUMENT IS SUBJECT TO THE TERMS
OF A SUBORDINATION AGREEMENT DATED AS OF JANUARY 28, 2016 AMONG HOLDER, MAKER AND JL-MEZZ UTAH, LLC, AN ALASKA LIMITED LIABILITY
COMPANY, WHICH SUBORDINATION AGREEMENT (AS AMENDED IN ACCORDANCE WITH ITS TERMS) IS INCORPORATED HEREIN BY REFERENCE (the “JL-Mezz
Subordination”).


 


THIS INSTRUMENT IS SUBJECT
TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF JANUARY 28, 2016 AMONG HOLDER, MAKER AND JL PROPERTIES, INC., AN ALASKA CORPORATION,
WHICH SUBORDINATION AGREEMENT (AS AMENDED IN ACCORDANCE WITH ITS TERMS) IS INCORPORATED HEREIN BY REFERENCE (the “JL Properties
Subordination”).


 


THIS INSTRUMENT IS SUBJECT
TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF JANUARY 28, 2016 AMONG HOLDER, MAKER AND UTAH LAB, LLC, AN ALASKA LIMITED
LIABILITY COMPANY, WHICH SUBORDINATION AGREEMENT (AS AMENDED IN ACCORDANCE WITH ITS TERMS) IS INCORPORATED HEREIN BY REFERENCE
(the “Utah Lab Subordination”).


 


THIS NOTE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION
THEREFROM.


 




    	 	 	 



     


    

 


UNSECURED DELAYED DRAW PROMISSORY NOTE


 


	$4,769,996 	July 21, 2016


 


FOR VALUE RECEIVED, the
undersigned, TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation (“Maker”), promises to pay to GOLISANO
HOLDINGS LLC, a New York limited liability company (“Holder”), the principal sum of FOUR MILLION SEVEN HUNDRED
SIXTY NINE THOUSAND NINE HUNDRED NINETY SIX DOLLARS AND NO CENTS ($4,769,996.00), or, if less, the aggregate unpaid principal amount
of the Monthly Delayed Draw Loans shown on Exhibit A attached hereto (and any continuation thereof) and made by Holder to
Maker together with interest on the unpaid principal balance of this Unsecured Delayed Draw Promissory Note (this “Note”)
from time to time outstanding until paid in full, in lawful money of the United States of America. This Note shall mature and be
due and payable by Maker on January 28, 2019 (the “Maturity Date”) or, if such day is not a Business Day, then
the next succeeding Business Day. Capitalized terms used herein and not otherwise defined are set forth in Section 13 below.


 


TERMS AND CONDITIONS


 


		1.01	Monthly Delayed Draw Loans



 


a.             On
the terms and subject to the conditions herein, Holder may in its sole discretion make a loan (each a "Monthly Delayed
Draw Loan") to Maker on each Monthly Delayed Draw Date (or such later date as may be determined by Holder in its sole
discretion) in the principal amount equal to the lesser of the amount set forth below opposite such date under Monthly Delayed
Draw Loan Principal Amount and the remaining Delayed Draw Availability.


 


	Monthly Delayed Draw Date	 	Monthly Delayed Draw Loan
 Principal Amount
	 
	July 1, 2016	 	$	1,135,277	 
	August 1, 2016	 	$	726,944	 
	September 1, 2016	 	$	726,944	 
	October 1, 2016	 	$	726,944	 
	November 1, 2016	 	$	726,944	 
	December 1, 2016	 	$	726,943	 



 


On each Monthly Delayed
Draw Date, subject to the terms and conditions hereof, Holder shall make the Monthly Delayed Draw Loan proceeds available to Maker
by wire transfer to the account specified by Maker in writing to Holder in the Monthly Delayed Draw Certificate.


 


b.           Maker
acknowledges to Holder that the Monthly Delayed Draw Loans under this Note are discretionary with Holder, and conditioned upon
prior approval by Holder. Maker acknowledges that Holder may refuse to make a Monthly Delayed Loan under this Note for any reason
or for no reason whatsoever. Without limiting the foregoing, each Monthly Delayed Draw Loan shall be subject to the fulfillment
of each of the conditions precedent set forth below to the sole satisfaction of Holder.


 




    	 	2	 



     


    

 


		i.	Holder shall have received a Monthly Delayed Draw Certificate,
dated as of the Monthly Delayed Draw Date, duly executed and delivered by an Authorized Officer of Maker



 


		ii.	No Material Adverse Change shall have occurred since
March 31, 2016 in the case of the July 1, 2016 Monthly Delayed Draw Date and the date on which the last Monthly Delayed Draw Loan
was made to Maker by Holder in the case of all ther other Monthly Delayed Draw Dates.



 


		iii.	No Event of Default shall have then occurred and be continuing,
or would result from the Delayed Draw Loan to be advanced on the Delayed Draw Date.



 


		iv.	Holder shall have received a copy of the “Fully-Executed
Monthly Delayed Draw Certificate” under the Little Harbor Note (as defined below) executed by authorized officers of both
Maker and Little Harbor certifying (a) Maker’s request for a draw under the Little Harbor Note, and (b) Little Harbor’s
acceptance of (x) Maker’s draw request and (y) Maker’s obligations under the Little Harbor Note with respect to such
draw in lieu of payment of an equivalent dollar amount under the Repayment Agreement (as defined in and in accordance with Section
1.01(b) of the Little Harbor Note).



 


c.             Maker
hereby authorizes Holder to endorse on Exhibit A annexed to this Note the date on which each Monthly Delayed Draw Loan is
made, the principal amount thereof and payments of principal amounts in respect of such Monthly Delayed Draw Loans, which endorsements
shall constitute prima facie evidence, absent manifest error, as to the outstanding principal amount of all Monthly Delayed Draw
Loans made by Holder to Maker; provided, however, that the failure to make such notation with respect to any Monthly
Delayed Draw Loan or payment shall not limit or otherwise affect the obligation of the Maker under this Note.


 


		1.02	Payment of Principal and Accrued Interest.



 


a.             Interest
shall accrue on the outstanding principal amount of this Note at eight and one-half percent (8.5%) per annum (the “Interest
Rate”). Interest shall be computed hereunder based on a 360-day year. Interest shall be payable monthly on the 5th
day of each month, with the first interest payment due August 5, 2016.


 


b.             The
principal amount of this Note together with all accrued and unpaid interest thereon shall be all due and payable on the Maturity
Date.


 


		1.03	Prepayment.



 


a.             The
principal amount of this Note may be prepaid, in whole or in part, at any time and from time to time, together with accrued and
unpaid interest to the date of such prepayment on the amount so prepaid, without premium or penalty. Any partial prepayment of
principal made after the Maturity Date shall be applied as follows: first, to the payment of accrued interest; and second, to the
payment of principal.


 




    	 	3	 



     


    

 


b.             Upon
any partial prepayment, at the request of either Maker or Holder, Exhibit A shall be updated by Holder to reflect such payment.
In the event that this Note is prepaid in its entirety, this Note shall be surrendered to Maker for cancellation as a condition
to any such prepayment


 


c.             No
amounts paid or prepaid with respect to any Monthly Delayed Draw Loan may be reborrowed.


 


1.04        Payments
Only on Business Days. Payments hereunder shall be made only on a Business Day. Any payment hereunder which, but for this
Section 1.04, would be payable on a day which is not a Business Day, shall instead be due and payable on the next succeeding
Business Day.


 


1.05        Conversion
of Note to Equity. If and upon terms and conditions approved by the Disinterested Members (as defined below) of Maker’s
Board of Directors and execution of definitive documents mutually agreed upon by the parties, Holder shall have the right the convert
the then outstanding principal and accrued interest due to Holder under this Note into the common stock, par value $0.001 per share,
of Twinlab Consolidated Holdings, Inc.; provided, however, that upon such a conversion the “Warrant” (as defined below)
shall be cancelled. For purposes of this provision, and solely with respect to the approval of the terms and conditions of conversion
pursuant to this Section 1.05, the “Disinterested Members” of Maker’s Board of Directors shall mean those
Directors other than B. Thomas Golisano, David Still, any Director appointed by Golisano Holdings pursuant to that certain Voting
Agreement in favor of Golisano Holdings, dated October 5, 2015, David Van Andel, Mark Bugge, and any Director appointed by Great
Harbor pursuant to that certain Voting Agreement in favor of Great Harbor, dated October 2, 2015.


 


ARTICLE
II

DEFAULTS


 


2.01        Events
of Default. Each of the following shall constitute an “Event of Default” under this Note:


 


a.             failure
by Maker to make any interest payment required under this Note when the same shall become due and payable (whether at maturity,
by acceleration or otherwise) and the continuation of such failure for a period of fifteen (15) Business Days following notice
thereof; or


 


b.             failure
by Maker to make any payments of principal required under this Note when the same shall become due and payable (whether at maturity,
by acceleration or otherwise) and the continuation of such failure for a period of fifteen (15) Business Days following notice
thereof; or


 




    	 	4	 



     


    

 


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., JL-US, the Holder, Little Harbor, Great 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); or


 


d.             Maker,
pursuant to or within the meaning of any Bankruptcy Law (i) commences a voluntary case or proceeding; (ii) consents to the entry
of an order for relief against it in an involuntary case or proceeding; (iii) consents to the appointment of a custodian of it
or for all or any substantial portion of its property or assets; or (iv) makes a general assignment for the benefit of its creditors;
or


 


e.             an
involuntary case or proceeding is commenced against Maker under any Bankruptcy Law and is not dismissed, bonded or discharged within
sixty (60) days thereafter, or a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is
for relief against Maker in an involuntary case or proceeding; (ii) appoints a custodian of Maker or for all or substantially all
of its properties; or (iii) orders the liquidation of Maker; and in each case the order or decree remains unstayed and in effect
for sixty (60) days.


 


If an Event of Default
occurs, the Interest Rate shall equal fifteen percent (15%) per annum from and after the date of such Event of Default until the
date upon which this Note is repaid in full. If an Event of Default occurs, Holder may, at its option, declare, by notice in writing
to Maker (the “Acceleration Notice”), the entire principal amount of this Note (and any accrued and unpaid interest
thereon) to be immediately due and payable and upon any such declaration such principal and interest shall become and be forthwith
due and payable without any further notice, presentment, protest, or demand of any kind, all of which are hereby expressly waived
by Maker. If an Event of Default specified in Sections 2.01(d) or 2.01(e) hereof occurs, the principal amount of
this Note (and any accrued and unpaid interest thereon) shall become due and payable immediately without any declaration or other
act on the part of Holder. If any Event of Default shall have occurred, Holder may proceed to protect and enforce its rights either
by suit in equity or by action at law, or both, whether for specific performance of any provision of this Note or in aid of the
exercise of any power granted to Holder under this Note.


 


Concurrently herewith
Maker has issued into escrow a Warrant to purchase shares of Maker’s common stock (the “Warrant”) in the
name of Holder which will only be released from escrow and deemed issued at that time and otherwise become exercisable if Maker
fails to pay Holder the entire unamortized principal amount of this Note and any accrued and unpaid interest thereon as of the
Maturity Date or such earlier date as is required pursuant to an Acceleration Notice issued by Holder in accordance with the terms
hereof. The issuance of the Warrant is intended to compensate Holder in the event that Maker fails to make payment in full of this
Note as and when due. Maker and Holder have mutually agreed that, considering all of the circumstances existing on the date hereof,
the right of Holder to exercise the Warrant, and the attendant consequences of doing so, represent fair and reasonable compensation
for a portion of the damages that Holder would suffer as a result of the existence of the conditions giving rise to such right.
The granting of such right is not intended as a forfeiture or penalty but, rather, is intended to constitute partial liquidated
damages to Holder. The issuance of the Warrant is not, nor shall it be deemed to be, made in lieu of or to otherwise reduce or
limit in any way Maker’s payment obligations under this Note or be deemed or construed as a limitation on any other rights
or remedies that Holder may have hereunder, at law or in equity, or otherwise.


 




    	 	5	 



     


    

 


ARTICLE
III

MISCELLANEOUS


 


3.01        No
Waiver: Amendment. Maker hereby waives presentment, demand for payment, notice of dishonor, notice of protest and all other
notices or demands in connection with the delivery, acceptance, performance or default of this Note. No delay by Holder in exercising
any power or right hereunder shall operate as a waiver of any power or right, nor shall any single or partial exercise of any power
or right preclude other or further exercise thereof, or the exercise of any other power or right hereunder or otherwise; and no
waiver whatsoever or modification of the terms hereof, including but not limited to an extension of the time for the payment of
this Note or any installment due hereunder, shall be valid unless set forth in writing by Holder. This Note may not be changed
orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or
discharge is sought. No modifications or amendments made by agreement with any person now or hereafter liable for the payment of
this Note shall operate to release, discharge, modify, change or affect the liability of Maker under this Note, either in whole
or in part unless Holder agrees otherwise in writing.


 


3.02        Limit
of Validity. The provisions of this Note are hereby expressly limited so that in no contingency or event whatsoever, whether
by reason of demand or acceleration of the maturity of this Note or otherwise, shall the amount paid, or agreed to be paid to Holder
for the use, forbearance or retention of money under this Note (“Interest”) exceed the maximum amount permissible
under applicable law. If, from any circumstance whatsoever, performance or fulfillment of any provision hereof or of any agreement
between Maker and Holder shall, at the time performance or fulfillment of such provision shall be due, exceed the limit for Interest
prescribed by law or otherwise transcend the limit of validity prescribed by applicable law, then ipso facto the obligation to
be performed or fulfilled shall be reduced to such limit and if, from any circumstance whatsoever, Holder shall ever receive anything
of value deemed Interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive Interest shall
be applied to the reduction of the principal amount owing under this Note (whether or not then due) or at the option of Holder
be paid over to Maker, and not to the payment of Interest. All Interest (including any amounts or payments deemed to be Interest)
paid or agreed to be paid to Holder shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full period until payment in full of the principal amount of this Note so that the Interest thereof for such full
period will not exceed the maximum amount permitted by applicable law.


 


3.03        Arm's
Length Agreement. This Agreement has been negotiated and prepared at the mutual request, direction and construction of
Holder and Maker, at arm's length, with the advice and participation of counsel, and will be interpreted in accordance with its
terms without favor to any party.


 




    	 	6	 



     


    

 


3.04        Governing
Law. This Note shall be interpreted, construed and enforced according to the substantive laws of the State of New York,
without giving effect to principles of conflicts of law.


 


3.05        Judicial
Proceedings. All judicial proceedings brought against Maker arising out of or relating to this Note may be brought in the
Federal courts of the United States of America or the courts of the State of New York, in each case, located in Monroe County,
New York, and by execution and delivery of this Note, Maker accepts for itself and in connection with its properties, generally
and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens and irrevocably
agrees to be bound by any judgment rendered thereby in connection with this Note. Maker hereby agrees that service of all process
in any such proceeding in any such court may be made by registered or certified mail, return receipt requested, to Maker at its
address set forth in Section 3.06, such service being hereby acknowledged by Maker to be sufficient for personal jurisdiction
in any action against Maker in any such court and to be otherwise effective and binding service in every respect. Nothing herein
shall affect the right to serve process in any other manner permitted by law or shall limit the right of Holder to bring proceedings
against Maker in the courts of any other jurisdiction.


 


3.06        Notices.
Any notices or other communications required or permitted hereunder shall be in writing, and shall be sufficiently given if made
by hand delivery, electronic mail or registered or certified mail, postage prepaid, return receipt requested:


 


a.             If
to Maker, to:


 


Twinlab Consolidated Holdings, Inc.


2255 Glades Road, Suite 342W Boca Raton, FL 33431Attention:
Richard H. Neuwirth, Chief Legal Officer


Facsimile: ((561) 443-2821


e-mail: RNeuwirth@twinlab.com


 


b.             If
to Holder, to:


 


Golisano Holdings LLC


One Fishers Road


Pittsford, New York 14534


Attention: B. Thomas Golisano, Member


Facsimile: ________________


e-mail:


 


With a copy to:


 


Woods Oviatt Gilman, LLP


Two State Street


Rochester, New York 14614


Attention:
Gordon E. Forth


Facsimile: (585) 987-2901


e-mail: gforth@woodsoviatt.com


 




    	 	7	 



     


    

 


3.07        Assignment
and Transfer; Covenant. Neither this Note nor any interest herein shall be assigned, transferred, pledged or otherwise
disposed of, through liquidation or otherwise (any of the foregoing, a “Transfer”), in whole or in part, by
Maker without the express prior written consent of Holder. Any attempted assignment of this Note by Maker in violation of this
restriction shall be void.


 


3.08        Replacement
of Notes. Upon receipt by Maker of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note,
and (in case of loss, theft or destruction) of an indemnity reasonably satisfactory to it, and upon surrender and cancellation
of this Note, if mutilated, Maker will deliver a new Note, or like tenor in lieu of this Note, payable to Holder, in the same principal
amount as the unpaid principal amount of this Note and bearing interest at the same Interest Rate as this Note. Any Note delivered
in accordance with the provisions of this Section 3.08 shall be dated as of the date of this Note.


 


3.09        Successors
and Assigns. The respective rights and obligations of Maker and Holder shall be binding upon and inure to the benefit of
their respective successors and permitted assigns.


 


3.10        Collection
Costs. If any amount due under this Note is not paid at the earlier of (i) the due date hereunder or (ii) at acceleration
of maturity as herein provided and is placed in the hands of an attorney for collection, or if it is collected through bankruptcy,
probate or other court after maturity or the acceleration thereof, Maker shall pay all reasonable attorneys’ fees and collection
costs of Holder incurred with respect to the collection of amounts due under this Note promptly on the demand of Holder.


 


3.11        Pari
Passu Notes. Maker and Holder acknowledge and agree 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 all principal,
interest or other payments due under that (a) certain Unsecured Promissory Note, dated as of January 28, 2016, as amended by Amendment
No. 1 dated as of March 31, 2016 and Amendment No. 2 dated as of April 5, 2016 (the "First Holder Note")
in the original principal amount of $2,500,000 issued by Maker to Holder and that 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" and together
with this Note and the First Holder Note, the "Holder Notes"), in the original principal amount of $7,000,000
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 31, 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”) and (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. I 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.


 




    	 	8	 



     


    

 


3.12        Definitions.
The following terms have the following meanings:


 


“Acceleration
Notice” shall have the meaning set forth in Section 2.01.


 


“Authorized
Officers” means the Chief Executive Officer or Chief Financial Officer of Maker.


 


“Bankruptcy
Law” means Title 11, United States Code, or any similar federal, state or foreign law for the relief of debtors or any
arrangement, reorganization, assignment for the benefit of creditors or any other marshalling of the assets and liabilities of
Maker.


 


“Business Day”
means each day other than Saturdays, Sundays and days when commercial banks are authorized or required by law to be closed for
business in New York, New York.


 


“Delayed Draw
Availability” means, as of any time, $4,769,996 less the original principal amount of all Monthly Delayed Draw Loans
previously made by the Holder to the Maker. For avoidance of doubt, the Delayed Draw Availability shall not increase upon the repayment
of any Monthly Delayed Draw Loans.


 


“Disinterested
Members” shall have the meaning set forth in Section 1.05.


 


“Events of Default”
shall have the meaning set forth in Section 2.01.


 


“First Great
Harbor Note” shall have the meaning set forth in Section 3.11.


 


“First Holder
Note” shall have the meaning set forth in Section 3.11.


 


“First Little
Harbor Note” shall have the meaning set forth in Section 3.11.


 


“Great Harbor”
means Great Harbor Capital, LLC, a Delaware limited liability company.


 


“Great Harbor
Notes” shall have the meaning set forth in Section 3.11.


 




    	 	9	 



     


    

 


“Holder”
shall have the meaning set forth in the Preamble.


 


“Holder Notes”
shall have the meaning set forth in Section 3.11.


 


“Interest”
shall have the meaning set forth in Section 3.02.


 


“Investor Notes”
shall have the meaning set forth in Section 3.11.


 


“Interest Rate”
shall have the meaning set forth in Section 1.02(a).


 


“JL-Mezz Subordination”
shall have the meaning set forth in the Preamble.


 


“JL Properties
Subordination” shall have the meaning set forth in the Preamble.


 


“JL-US”
mean JL-Utah Sub, LLC, an Alaska limited liability company.


 


“JL-US Note”
shall have the meaning set forth in the 3.11.


 


“Little Harbor”
Little Harbor, LLC, a Nevada limited liability company.


 


“Maker”
shall have the meaning set forth in the Preamble.


 


"Material Adverse
Change" means a change, event, circumstance, effect or state of facts that has had or is reasonably likely to have, individually
or in the aggregate, a material adverse effect on the results of operations, prospects, business, assets, liabilities or condition
(financial or otherwise) of the Maker and its subsidiaries.


 


“Maturity Date”
shall have the meaning set forth in the Preamble.


 


“MidCap Subordination”
shall have the meaning set forth in the Preamble.


 


"Monthly Delayed
Draw Certificate" means the certificate in the form of Exhibit B attached hereto


 


"Monthly Delayed
Draw Date" means the first Business Day of each calendar month, commencing with July 1, 2016 and continuing on the first
day of each calendar month thereafter until December 1, 2016, provided, if any such date is not a Business Day, it will be the
next Business Day.


 


"Monthly Delayed
Draw Loan" is defined in Section 1.01(a).


 


“Obligations”
means all principal, interest, premium, penalties, fees, indemnities, damages and other liabilities and obligations payable under
the documentation governing, or with respect to, indebtedness for borrowed money (including all interest after the commencement
of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided in the governing documentation, whether
or not such interest is an allowed claim in such proceeding).


 


“Penta Subordination”
shall have the meaning set forth in the Preamble.


 




    	 	10	 



     


    

 


“Second Holder
Note” has the meaning set forth in Section 3.11.


 


“Second Great
Harbor Note” has the meaning set forth in Section 3.11.


 


“Second Little
Harbor Note” shall have the meaning set forth in Section 3.11.


 


“Transfer”
has the meaning set forth in Section 3.07.


 


“Utah Lab Subordination”
shall have the meaning set forth in the Preamble.


 


“Warrant”
has the meaning set forth in Section 2.01 and shall be in the form attached as Exhibit C to the Note.


 


[SIGNATURE PAGE FOLLOWS]


 




    	 	11	 



     


    

 


IN WITNESS WHEREOF, Maker has executed this
Note as of the date first above written.


 


	 	TWINLAB CONSOLIDATED HOLDINGS, INC.
	 	 	 
	 	By:  	/s/ Naomi L. Whittel 
	 	 	Name:  Naomi L. Whittel
	 	 	 
	 	 	Title:    Chief Executive Officer


 


ACKNOWLEDGED & AGREED


 


GOLISANO HOLDINGS LLC


 


	/s/ B. Thomas Golisano	 
	By:  B. Thomas Golisano	 
	Title:  Member	 


 


[Unsecured Delayed Draw Promissory Note]


 




    	 	 	 



     


    

 


EXHIBIT A


SCHEDULE OF MONTHLY DELAYED DRAW LOANS


 


	Date Loan

Made or

Paid	 	Amount of

Loan	 	Amount of

Principal

Prepaid	 	Unpaid

Principal

Balance of

Note	 	Name of

Person

Making

Notation	 	Date of

Notation
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


 


[Unsecured Delayed Draw Promissory Note] 


 




    	 	 	 



     


    

 


EXHIBIT B


MONTHLY DELAYED DRAW CERTIFICATE


 


The undersigned named
officers, on behalf of TWINLAB CONSOLIDATED HOLDINGS, INC. (the “Maker”), give this certificate to Golisano
Holdings, LLC (the "Holder"), in accordance with the requirements of Sections 1.01(b)(i) of that certain Unsecured
Delayed Draw Promissory Note dated as of July 21, 2016, executed by Maker in favor of Holder (the “Note”). Capitalized
terms used herein and not otherwise defined have the meaning given thereto in the Note.


 


The undersigned hereby certify to the Holder
as follows:


 


1.          No
Material Adverse Change shall have occurred since [insert date of last Monthly Delayed Draw Loan made by Holder to Maker].


 


2.          No
Event of Default shall have then occurred and be continuing, or would result from the Delayed Draw Loan to be advanced on the Delayed
Draw Date.


 


3.          The
Monthly Delayed Draw Loan proceeds should be wired to the following account:


  


[insert wire information]


 


In Witness
Whereof, the undersigned have executed this certificate and delivered to Holder as of the date set forth below


 


	 	By:	 
	 	Name: 	 
	 	Title:	 


 


[Unsecured Delayed Draw Promissory Note]