ex_154619.htm


Exhibit 10.212


 


 


AMENDMENT NO. 1 TO SECURED PROMISSORY NOTE


(Original Principal Amount $2,000,000)


 


This Amendment No. 1 to the Secured Promissory Note (the "Amendment") is made as of June 30, 2019 (the “Effective Date”), by and between TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation ("TCHI"), TWINLAB CONSOLIDATION CORPORATION, a Delaware corporation, TWINLAB HOLDINGS, INC., a Michigan corporation, ISI BRANDS INC., a Michigan corporation, TWINLAB CORPORATION, a Delaware corporation, NUTRASCIENCE LABS, INC., a Delaware corporation, NUTRASCIENCE LABS IP CORPORATION, a Delaware corporation, ORGANIC HOLDINGS LLC, a Delaware limited liability company, RESERVE LIFE ORGANICS, LLC, a Delaware limited liability company, RESVITALE, LLC, a Delaware limited liability company, RE-BODY, LLC, a Delaware limited liability company, INNOVITAMIN ORGANICS, LLC, a Delaware limited liability company, ORGANICS MANAGEMENT LLC, a Delaware limited liability company, COCOAWELL, LLC, a Delaware limited liability company, FEMBODY, LLC, a Delaware limited liability company, RESERVE LIFE NUTRITION, L.L.C., a Delaware limited liability company, INNOVITA SPECIALTY DISTRIBUTION LLC, a Delaware limited liability company, and JOIE ESSANCE, LLC, a Delaware limited liability company (collectively as "Maker"), and GREAT HARBOR CAPITAL, LLC, a Delaware limited liability company ("Holder").


 


WHEREAS, the Maker is indebted to the Holder under a certain Secured Promissory Note in the principal amount of Two Million Dollars ($2,000,000), dated February 6, 2018 (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.     In the introduction paragraph, the phrase "February 6, 2021" is hereby restated in its entirety to read as "October 22, 2021" such that the Maturity Date shall be October 22, 2021.


 


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


 


3.     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.


 


4.     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.


 


 


Amendment No. 1 to Secured Promissory Note ($2,000,000 – Golisano Holdings)


 



 




 




 


5.     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]


 


 


Amendment No. 1 to Secured Promissory Note ($2,000,000 – Golisano Holdings)


 



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


 


	
			 

				
			TWINLAB CONSOLIDATED HOLDINGS, INC.

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ Anthony Zolezzi

				
			 Date: 7/8/2019

			
	
			 

				
			 

				
			Anthony Zolezzi

				
			 

			
	
			 

				
			 

				
			Chief Executive Officer

				
			 

			



 


 


 


	
			 

				
			GOLISANO HOLDINGS LLC

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			 

				
			 

				
			 

			
	
			 

				
			By: 

				
			/s/ B. Thomas Golisano

				
			 Date:  7/8/19

			
	
			 

				
			 

				
			     B. Thomas Golisano


			     Member

				
			 

			



 


 


Amendment No. 1 to Secured Promissory Note ($2,000,000 – Golisano Holdings)