Exhibit 10.140


 


EXECUTION VERSION


 


AMENDMENT NO. 2 TO UNSECURED PROMISSORY
NOTE


 


This Amendment No.
2 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 Seven Million Dollars ($7,000,000)
dated March 21, 2016, as amended by that certain Amendment No. 1 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
1.04 of the Note is hereby restated in its entirety to read as follows:


 


1.04 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 1.04, 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.


 


2.            Section
2.01(c) of the Note is hereby restated in its entirety 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. 2 to Unsecured Promissory
Note (Golisano Holdings)


 




    	 	 	 



     


    

 


3.            Section
3.11 of the Note is hereby restated in its entirety 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 January 28, 2016, as amended by Amendment No. 1 dated as of March 21, 2016 and Amendment
No. 2 dated 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 Delayed Draw Promissory Note dated July 21, 2016 (the “Third Holder Note”
and together with this Note and the First 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.


 


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


 


5.            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.


 






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6.            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.


 


7.            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. 2 to Unsecured Promissory Note.


 


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


 


Amendment No. 2 to Unsecured Promissory
Note (Golisano Holdings)