Exhibit 10.143


 


EXECUTION VERSION


 


AMENDMENT NO. 1 TO UNSECURED PROMISSORY
NOTE


 


This Amendment No.
1 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 JL-UTAH SUB, LLC, an Alaska limited liability
company ("Holder").


 


WHEREAS, the
Maker is indebted to the Holder under a certain Unsecured Promissory Note in the principal amount of Five Hundred Thousand Dollars
($500,000) dated April 5, 2016 (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:


 


If and upon terms and conditions
approved by Maker’s Board of Directors and execution of definitive documents mutually agreed upon by the parties, Holder
shall have the right to 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. (“TCHI Common Stock”); provided, however,
that upon such a conversion the “Warrant” (as defined below) shall be cancelled. In addition, if Maker’s Board
of Directors, or any subset thereof authorized to do so, approves the conversion of the outstanding principal and accrued interest
of any one or more of the Golisano Holdings Notes, the Great Harbor Notes, or the Little Harbor Note, each as defined below, into
TCHI Common Stock pursuant to the terms of any such Note, then (a) Maker shall promptly notify Holder of the terms and conditions
of the conversion so approved by Maker’s Board (which notice shall be delivered by electronic mail to Jonathan Rubini at
jrubini@jlproperties.com, with a copy to Joshua D. Hodes, Esq. at joshh@lbblawyers.com), and (b) Holder shall thereafter
have the right, but not the obligation, to convert the then outstanding principal and accrued interest due to Holder under this
Note into TCHI Common Stock on the same terms and conditions as approved by Maker’s Board as set forth in the conversion
notice delivered by Maker, provided that no later than five (5) business days after receipt of such notice Holder notifies Maker
of its intent to so convert (which notice shall be delivered by electronic mail to Maker’s Chief Legal Officer at rneuwirth@twinlab.com,
with a copy to Maker’s Audit Committee Chairman at mark.bugge@vaegr.com); it being agreed that if Holder does not
provide notice of its intent to so convert within five (5) business days of receipt of Maker’s notice, then Holder shall
be deemed to have permanently waived such right with the respect to such noticed conversion.


 


Amendment No. 1 to Unsecured Promissory
Note (JL-US)


 




    	 	 	 



     


    

 


2.            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, Golisano Holdings LLC (“Golisano Holdings”), Great Harbor Capital, LLC ("Great Harbor"), 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);


 


3.            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 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 Golisano Holdings Note"), in the original principal amount of $2,500,000
issued by Maker to Golisano Holdings, 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 Golisano Holdings (the "Second
Golisano Holdings Note") and that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 (the “Third
Golisano Holdings Note” and together with this Note and the First Holder Note, the "Golisano Holdings 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 Golisano Holdings, (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”) and (c) 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 the Holder
Note, the Golisano Holdings Notes, the Great Harbor Notes, 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 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 Golisano Holdings, Great Harbor
and Little Harbor to the extent each is entitled thereto and shall pay such excess amount over to Golisano Holdings, Great Harbor
and/or Little Harbor, as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano Holdings, Great Harbor
and Little Harbor 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 Golisano Holdings Great Harbor and Little Harbor.


 




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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.


 


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
	 	 
	 	JL-UTAH SUB, LLC
	 	 	 
	 	By:	/s/ Jonathan B. Rubini
	 	 	Jonathan B. Rubini
	 	 	Title:  Managing Member


 


The undersigned hereby consent to this Amendment
No. 1 to Unsecured Promissory Note.


 


	 	GREAT HARBOR CAPITAL, LLC
	 	 
	 	/s/ Mark J. Bugge
	 	Mark J. Bugge
	 	Title: Secretary
	 	 
	 	GOLISANO HOLDINGS LLC
	 	 
	 	/s/ B. Thomas Golisano
	 	B. Thomas Golisano
	 	Title: Member


 


Amendment No. 1 to Unsecured Promissory
Note (JL-US)