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

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

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.

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.

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.

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 5 ^th 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.

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.

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

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.

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.

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

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.

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 .

“ 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 .

“ 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]

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

ACKNOWLEDGED & AGREED

GOLISANO HOLDINGS LLC

[ Unsecured Delayed Draw Promissory Note ]

[ 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

[ Unsecured Delayed Draw Promissory Note ]

Exhibit 10.136

THIS WARRANT AND THE EQUITY INTERESTS THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR TRANSFERRED, OR OFFERED FOR SALE OR TRANSFER, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF.

TWINLAB CONSOLIDATED HOLDINGS, INC.

Warrant

This Warrant (the " Warrant ") certifies that, for value received, Golisano Holdings LLC, and its permitted transferees, successors and assigns (the " Holder "), is entitled to purchase from TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation (the " Company "), up to Two Million One Hundred Sixty-Eight Thousand One Hundred Seventy-Eight (2,168,178) shares of common stock of the Company (subject to any adjustments pursuant to Section 3.3) issuable upon the full exercise of this Warrant at the purchase price of $0.01 per share (the " Exercise Price "), at any time prior to 5:00 P.M. Eastern Time on July 21, 2022 (the " Expiration Date ").

ARTICLE I

DEFINITIONS

SECTION 1.1 Definitions . As used in this Warrant, the following terms shall have the following meanings:

" Applicable Law " means all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates or orders of any Governmental Authority applicable to the Person in question or any of its assets or property, and all judgments, injunctions, orders and decrees of all courts and arbitrators in proceedings or actions in which the Person in question is a party or by which any of its assets or properties are bound.

" Assignment Form " shall mean the assignment form attached as Annex 2 hereto.

" Affiliate " or " Affiliated " means, as applied to (i) any Person, directly or indirectly, in which such Person holds, beneficially or of record, ten percent (10%) or more of the equity of voting securities; (ii) any Person that holds, of record or beneficially, ten percent (10%) or more of the equity or voting securities of such Person; (iii) any director, officer, partner or individual holding a similar position in respect of such Person; (iv) as to any natural Person, any Person related by blood, marriage or adoption and any Person owned by such Persons, including any spouse, parent, grandparent, aunt, uncle, child, grandchild, sibling, cousin or in-law of such Person; or (v) any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

" Business Day " means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close.

" Company " shall have the meaning set forth in the Preamble.

" Current Holder’s Equity Interest " means up to Two Million One Hundred Sixty-Eight Thousand One Hundred Seventy-Eight (2,168,178) shares of common stock of the Company issuable upon the full exercise of this Warrant, minus any Equity Interest previously issued pursuant to the exercise of this Warrant; the exact amount of Current Holder’s Equity Interest at any time to be calculated as the cumulative total Monthly Delayed Draw Loan Principal Amounts drawn under the Note (as defined below) multiplied by .454545, rounded up to the nearest whole number.

" Delivery Date " shall have the meaning given to such term in Section 3.2 .

" Equity Interest " shall mean the interest of (i) a shareholder in a corporation, (ii) a partner (whether general or limited) in a partnership (whether general, limited or limited liability), (iii) a member in a limited liability company, or (iv) any other Person having any other form of equity security or ownership interest in any Person.

" Exchange Act " shall mean the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

" Exchange Form " shall mean the exchange form attached as Annex 3 hereto.

" Executive Officer " shall mean, with respect to the Company, its Chief Executive Officer, President, Chief Financial Officer or Chief Operating Officer.

" Exercise Form " shall mean the exercise form attached as Annex 1 hereto.

" Exercise Price " shall have the meaning set forth in the Preamble.

" Expiration Date " shall have the meaning set forth in the Preamble.

" GAAP " shall mean generally accepted accounting principles in the United States as of the relevant date in question, consistently applied.

" Governmental Authority " means any arbitrator or any governmental authority, agency, department, commission, bureau, board, instrumentality, court or quasi-governmental authority having jurisdiction or supervisory or regulatory authority over the Company.

" Holder " shall have the meaning set forth in the Preamble.

" Holder's Equity Interest " shall have the meaning given to such term in Section 3.3 .

" Note " shall mean an Unsecured Delayed Draw Promissory Note dated July 21, 2016 in the maximum principal amount of up to $4,769,996 executed and delivered by the Company by the Holder.

" Person " shall mean any individual, corporation, partnership, limited liability company, trust, unincorporated organization, or any other form of entity.

" Rights Agreement " shall have the meaning given to such term in Section 4.1 .

" Securities Act " shall mean the Securities Act of 1933, as amended from time to time, and any successor statute.

" Subsidiary " shall mean a corporation or other entity any of whose Equity Interests having ordinary voting power (other than Equity Interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person.

" Taxes " means all taxes, charges, fees, levies or other assessments, however denominated and whether imposed by a taxing authority within or without the United States, including all net income, gross income, gross receipts, sales, use, ad valorem, goods and services, capital, transfer, franchise, profits, license, withholding, payroll, employment, employer health, excise, estimated, severance, stamp, occupation, property or other taxes, custom duties, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority whether arising before, on or after the date hereof.

" Warrant " or " Warrants " shall mean this Warrant.

" Warrant Register " shall have the meaning given to such term in Section 2.1.

SECTION 1.2 Interpretation . Unless the context of this Warrant clearly requires otherwise, the masculine, feminine or neuter gender and the singular or plural number shall be deemed to include the others whenever the context so requires. Accounting terms used but not otherwise defined herein have the meanings given to them under GAAP. The terms "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." The words "hereof," "herein," "hereunder," and similar terms in this Warrant refer to this Warrant as a whole and not to any particular provision of this Warrant. References to "Articles", "Sections," "Subsections," "Exhibits," "Preamble," "Annexes," and "Schedules" are to articles, sections, subsections, exhibits, preamble, annexes and schedules, respectively, of this Warrant, unless otherwise specifically provided. References to "days" and "months" refer to calendar days and calendar months unless otherwise expressly designated (i.e., business days or particular 30-day periods). The captions contained herein are for convenience only and shall not control or affect the meaning or construction of any provision of this Warrant. The term "dollars" or "$" means United States Dollars.

ARTICLE II

FORM; EXCHANGE FOR WARRANTS; TRANSFER; TAXES

SECTION 2.1 Warrant Register . Each Warrant issued, exchanged or transferred shall be registered in a warrant register (the " Warrant Register "). The Warrant Register shall set forth the number of each Warrant, the name and address of the holder thereof, and the Current Holder’s Equity Interest for which the Warrant is then exercisable. The Warrant Register will be maintained by the Company and will be available for inspection by the Holder at the principal office of the Company or such other location as the Company may designate to the Holder in the manner set forth in Section 5.1 hereof. The Company shall be entitled to treat the Holder as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrant on the part of any other Person.

SECTION 2.2 Exchange of Warrants for Warrants .

(a)       The Holder may exchange this Warrant for another Warrant or Warrants of like kind and tenor representing in the aggregate the right to purchase the same Current Holder’s Equity Interest which could be purchased pursuant to the Warrant being so exchanged. In order to effect an exchange permitted by this Section 2.2 , the Holder shall deliver to the Company such Warrant accompanied by an Exchange Form in the form attached hereto as Annex 3 signed by the Holder thereof specifying the number and denominations of Warrants to be issued in such exchange and the names in which such Warrants are to be issued. Within ten (10) Business Days of receipt of such a request, the Company shall issue, register and deliver to the Holder thereof each Warrant to be issued in such exchange.

(b)       Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of the Holder, including indemnification reasonably acceptable to the Company) of the ownership and the loss, theft, destruction or mutilation of any Warrant or, in the case of any such mutilation, upon surrender of such Warrant, the Company shall (at its expense) execute and deliver in lieu of such Warrant a new Warrant of like kind and tenor representing the same rights represented by and dated the date of such lost, stolen, destroyed or mutilated Warrant. Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by any Person.

(c)       The Company shall pay all Taxes (other than any applicable income or similar Taxes payable by a Holder of a Warrant) attributable to an exchange of a Warrant pursuant to this Section 2.2 ; provided, however , that the Company shall not be required to pay any Tax which may be payable in respect of any transfer involved in the issuance of any Warrant in a name other than that of the Holder of the Warrant being exchanged.

SECTION 2.3 Transfer of Warrant .

(a)       Subject to Section 2.3(c) hereof, each Warrant and the rights thereunder may be transferred by the Holder thereof, in whole or in part, by delivering to the Company such Warrant accompanied by a properly completed Assignment Form in the form of Annex 2 . Within ten (10) Business Days of receipt of such Assignment Form the Company shall issue, register and deliver to the new Holder, subject to Section 2.3(c ) hereof a new Warrant or Warrants of like kind and tenor representing in the aggregate the right to purchase the same Current Holder’s Equity Interest which could be purchased pursuant to the Warrant being transferred. In all cases of transfer by an attorney, the original power of attorney, duly approved, or a copy thereof, duly certified, shall be deposited and remain with the Company. In case of a transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced and may be required to be deposited and remain with the Company in its discretion.

(b)       Each Warrant issued in accordance with this Section 2.3 shall bear the restrictive legend set forth on the face of this Warrant, unless the Holder or transferee thereof supplies to the Company an opinion of counsel, reasonably satisfactory to the Company, that the restrictions described in such legend are no longer applicable to such Warrant.

(c)       The transfer of Warrants and any Equity Interest purchased thereunder shall be permitted, so long as such transfer is pursuant to a transaction that complies with, or is exempt from, the provisions of the Securities Act, and the Company may require an opinion of counsel in form and substance reasonably satisfactory to it to such effect prior to effecting any transfer of Warrants or any Equity Interest purchased thereunder.

ARTICLE III

EXERCISE OF WARRANT; EXCHANGE FOR EQUITY INTEREST

SECTION 3.1 Exercise of Warrants . This Warrant shall not be exercisable unless and until Maker fails to pay Holder the entire unamortized principal amount of the Note and any accrued and unpaid interest thereon as of the Maturity Date (as defined in the Note) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Note) issued by Holder in accordance with the terms thereof. On any Business Day after this Note first becomes exercisable, but before the Expiration Date, the Holder may exercise this Warrant, in whole or in part, by delivering to the Company this Warrant accompanied by a properly completed Exercise Form in the form of Annex 1 and a check in an aggregate amount equal to the applicable Exercise Price.

SECTION 3.2 Issuance of Equity Interest .

(a)       The Company represents and warrants that the authorized Equity Interest of the Company consists solely of (i) 5,000,000,000 shares of common stock, par value $0.001 per share, of which only 250,806,152 common shares have been issued and remain outstanding as of the date hereof and (ii) 500,000,000 shares of preferred stock, none of which preferred shares have been issued as of the date hereof. The shares of common stock of the Company issued and outstanding as of the date hereof are duly authorized, validly issued, fully paid and non-assessable. The delivery to the Holder of certificates representing the Equity Interest that the Holder purchases pursuant to the exercise of this Warrant shall grant to the Holder good and valid title to the Equity Interest represented by such certificate, free and clear of any and all liens, pledges, security interests, charges or encumbrances of any kind or nature or any option, warrant or trust having the practical effect of any of the foregoing.

(b)       Immediately upon the exercise of this Warrant in accordance with Section 3.1 , the Company (the " Delivery Date ") shall issue the Equity Interest that the Holder has purchased pursuant to such exercise, deliver to the Holder the certificates representing such Equity Interest and reflect the issuance of such Equity Interest, which Equity Interest shall be duly authorized, validly issued, outstanding, fully paid and non-assessable, in the Company’s shareholder records (maintained by the Company or its duly appointed transfer agent), whereupon the Holder shall be deemed for all purposes, effective as of the Delivery Date, to be a holder of record and beneficial owner of the Equity Interest that it has purchased pursuant to such exercise.

(c)       If a Holder shall exercise this Warrant for less than all of the Equity Interest which could be purchased or received hereunder, the Company shall issue to the Holder, within five (5) Business Days of the Delivery Date, a new Warrant of like kind and tenor to this Warrant evidencing the right to purchase the remaining Equity Interest represented by the Warrant. This Warrant shall be cancelled upon surrender thereof pursuant to Section 3.1 .

(d)       The Company shall pay all Taxes (other than any applicable income or similar Taxes payable by a Holder of a Warrant) attributable to the initial issuance of any Equity Interest upon the exercise or exchange of this Warrant or any successor Warrant; provided , however , that the Company shall not be required to pay any Tax which may be payable in respect of any transfer involved in the issuance of a successor to this Warrant in a name other than that of the Holder of the Warrant being exercised or exchanged.

(e)       Except as set forth in any document that is un-redacted and publicly filed with the U.S. Securities and Exchange Commission, neither the Company nor its Subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise and whether due or to become due) which are not fully reflected or reserved against on the balance sheet in accordance with GAAP, except for liabilities and obligations incurred in the ordinary course of business and consistent with past practice since the date thereof.

SECTION 3.3 Adjustment of Holder’s Equity Interest and/or Exercise Price . The Equity Interest issuable upon exercise of this Warrant (such Equity Interest is referred to herein as the " Holder's Equity Interest ") shall be subject to adjustment from time to time in accordance with this Section 3.3 .

SECTION 3.3.1 Issuance of Additional Equity Interest; Capital Reorganization or Capital Reclassifications . If, at any time after the date hereof, the Equity Interests of the Company shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation, whether through reorganization, recapitalization, stock split-up, combination of shares, merger or consolidation (including, without limitation, any subdivision or combination of Equity Interest), then in each case the Company shall cause effective provision to be made so that this Warrant shall, effective as of the effective date of such event retroactive to the record date, if any, of such event, be exercisable or exchangeable for the kind and number of equity securities, cash or other property to which a holder of the Equity Interest deliverable upon exercise or exchange of this Warrant would have been entitled upon such event and any such provision shall include adjustments in respect of such securities or other property that shall be equivalent to the adjustments provided for in this Warrant with respect to such Warrant.

SECTION 3.3.2 Consolidations and Mergers; Dissolution .

(a)       If, at any time after the date hereof, the Company shall consolidate with, merge with or into, or sell all or substantially all of its assets or property to, another Person, then the Company shall cause effective provision to be made so that each Warrant shall, effective as of the effective date of such event retroactive to the record date, if any, of such event, be exercisable or exchangeable for the kind and number of shares of stock, membership or other equity interests, other securities, cash or other property to which a holder of the Equity Interest deliverable upon exercise or exchange of such Warrant would have been entitled upon such event. The Company shall not consolidate or merge unless, prior to consummation, the successor corporation (if other than the Company) assumes the obligations of this paragraph by written instrument executed and mailed to the Holder at the Holder’s address set forth in Section 5.1. A sale or lease of all or substantially all the assets of the Company for a consideration (apart from the assumption of obligations) consisting primarily of securities is a consolidation or merger for the foregoing purposes.

(b)       In case a voluntary or involuntary dissolution, liquidation, or winding up of the Company (other than in connection with a consolidation or merger covered by subsection (a) above) is at any time proposed, the Company shall give at least 30 days’ prior written notice to the Holder. Such notice shall contain: (1) the date on which the transaction is to take place; (2) the record date (which shall be at least 30 days after the giving of the notice) as of which the Holder will be entitled to receive distributions as a result of the transaction; (3) a brief description of the transaction; (4) a brief description of the distributions to be made to the Holder as a result of the transaction and (5) an estimate of the fair value of the distributions. On the date of the transaction, if it actually occurs, this Warrant and all rights hereunder shall terminate.

SECTION 3.3.3 Notice; Calculations; Etc . Whenever the Equity Interest issuable hereunder shall be adjusted as provided in this Section 3.3 , the Company shall provide to the Holder a statement, signed by an Executive Officer, describing in detail the facts requiring such adjustment and setting forth a calculation of the Equity Interest applicable to each Warrant after giving effect to such adjustment. All calculations under this Section 3.3 shall be made to the nearest one hundredth of a cent or to the nearest one-tenth of a unit, as the case may be.

ARTICLE IV

CERTAIN OTHER RIGHTS

SECTION 4.1 Registration Rights . The shares of common stock of the Company or other Equity Interest issuable pursuant to this Warrant upon the exercise hereof shall be entitled to the benefits of the Registration Rights Agreement October 5, 2016 (the “Rights Agreement”) and shall be considered “Registerable Securities” thereunder.

SECTION 4.2 Reservation of Underlying Shares.

(a)        The Company covenants   at all times to reserve and keep available out of its authorized shares of Common Stock, free from preemptive rights, solely for the purpose of issue upon exercise of the Warrant as herein provided, the maximum number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant.  

(b)       The Company covenants that all shares of Common Stock issued upon exercise of the Warrant which shall be so issuable shall, when issued, be duly and validly issued and fully paid and non-assessable, free from all taxes, liens and charges with respect to the purchase and the issuance of the shares, and shall not have any legend or restrictions on resale, except as required by the Rights Agreement or hereby.

ARTICLE V

MISCELLANEOUS

SECTION 5.1 Notices . Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and shall be made by electronic mail, personal service, facsimile or reputable courier service:

TWINLAB CONSOLIDATED HOLDINGS, INC.

2255 Glades Road, Suite 342W

Boca Raton, FL 33431

Attention: Richard H. Neuwirth, Chief Legal Officer

Facsimile: (561) 441-2821

e-mail: RNeuwirth@twinlab.com

with a copy to:

WILK AUSLANDER LLP

1515 Broadway

New York, New York 10036

Attention: Joel I. Frank, Esq.

Facsimile: (212) 762-6380

e-mail: jfrank@wilkauslander.com

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

Unless otherwise specifically provided herein, any notice or other communication shall be deemed to have been given when delivered in person or by courier service, upon receipt of electronic mail or upon receipt of facsimile.

SECTION 5.2 No Voting Rights: Limitations of Liability . This Warrant shall not entitle the holder thereof to any voting rights or, except as otherwise provided or referenced herein, other rights of an equity owner of the Company. No provision hereof, in the absence of affirmative action by the Holder to purchase its Equity Interest, and no enumeration herein of the rights or privileges of the Holder shall give rise to any liability of the Holder for the Exercise Price of the Equity Interest acquirable by exercise hereunder or as a stockholder of the Company.

SECTION 5.3 Amendments and Waivers . Any provision of this Warrant may be amended or waived, but only pursuant to a written agreement signed by the Company and the Holder.

SECTION 5.4 Severability . If any provision of this Warrant shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any way affect or render invalid or unenforceable any other provision of this Agreement, and such provision shall be deemed to be restated to reflect the parties' original intentions as nearly as possible in accordance with Applicable Law(s).

SECTION 5.5 Specific Performance . The Holder shall have the right to specific performance by the Company of the provisions of this Warrant, in addition to any other remedies it may have at law or in equity. The Company hereby irrevocably waives, to the extent that it may do so under Applicable Law, any defense based on the adequacy of a remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against the Company for specific performance of this Warrant by the Holder.

SECTION 5.6 Binding Effect . This Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective successors and assigns.

SECTION 5.7 Counterparts . This Warrant may be executed in several counterparts, and/or by the execution of counterpart signature pages that may be attached to one or more counterparts of this Warrant, and all so executed shall constitute one agreement binding on all of the parties hereto, notwithstanding that all of the parties hereto are not signatory to the original or the same counterpart. In addition, any counterpart signature page may be executed by any party wherever such party is located, and may be delivered by telephone facsimile or by electronic mail in PDF format, and any such transmitted signature pages may be attached to one or more counterparts of this Warrant, and such faxed or sent by electronic mail signature(s) shall have the same force and effect, and be as binding, as if original signatures had been executed and delivered in person.

SECTION 5.8 Entire Agreement . This Warrant and the Note, together with the other documents and instruments entered into by the parties thereto in connection therewith, constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect to the subject matter hereof.

SECTION 5.9 Governing law . THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES AND PRINCIPLES. THE PARTIES HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN MONROE COUNTY, NEW YORK FOR THE PURPOSE OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS WARRANT, AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE PARTIES HEREBY EXPRESSLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS WARRANT.

SECTION 5.10 Expenses . The Company will promptly (and in any event within thirty (30) days of receiving any statement or invoice therefor) pay all reasonable fees, expenses and costs relating hereto, including, but not limited to, (i) the cost of reproducing this Warrant, (ii) the fees and disbursements of counsel to the Holder in preparing this Warrant, (iii) all transfer, stamp, documentary or other similar Taxes, assessments or charges levied by any governmental or revenue authority in respect hereof or any other document referred to herein, (iv) fees and expenses (including, without limitation, reasonable attorneys' fees) incurred in respect of the enforcement by the Holder of the rights granted to the Holder under this Warrant, and (v) the expenses relating to the consideration, negotiation, preparation or execution of any amendments, waivers or consents requested by the Company pursuant to the provisions hereof, whether or not any such amendments, waivers or consents are executed.

SECTION 5.11 Attorneys' Fees . In any action or proceeding brought by a party to enforce any provision of this Warrant, the prevailing party shall be entitled to recover the reasonable costs and expenses incurred by it or him in connection therewith (including reasonable attorneys’ and paralegals’ fees and costs incurred before and at any trial or arbitration and at all appellate levels), as well as all other relief granted or awarded in such action or other proceeding.

SECTION 5.12 Filings . The Company shall, at its own expense, promptly execute and deliver, or cause to be executed and delivered, to the Holder all applications, certificates, instruments and all other documents and papers that the Holder may reasonably request in connection with the obtaining of any consent, approval, qualification, or authorization of any Federal, provincial, state or local government (or any agency or commission thereof) necessary or appropriate in connection with, or for the effective exercise of, the Warrant (and/or any successor Warrant(s) hereto).

SECTION 5.13 Other Transactions . Nothing contained herein shall preclude the Holder from engaging in any transaction, in addition to those contemplated by this Warrant with the Company or any of its Affiliates in which the Company or such Affiliate is not restricted hereby from engaging with any other Person.

SECTION 5.14 Waiver of Jury Trial . THE HOLDER AND THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS WARRANT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE HOLDER OR THE COMPANY. THE COMPANY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE HOLDER ENTERING INTO THIS WARRANT.

SECTION 5.15 Headings . Section titles and captions contained in this Warrant are inserted only as a matter of convenience and for reference. The titles and captions in no way define, limit, extend or describe the scope of this Warrant or the intent of any provision hereof.

SECTION 5.16 No Third-Party Beneficiaries . This Warrant is for the sole benefit of the Company and the Holder and their respective successors and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.

[Remainder of page intentionally left blank; signatures on following page]

IN WITNESS WHEREOF, the undersigned has caused this Warrant to be duly executed and delivered by an authorized officer, all as of the date and year first above written.

Signature Page To Warrant 2016-16

Signature Page To Warrant 2016 – 16

ANNEX 1

ELECTION TO EXERCISE FORM

(To Be Executed By the Holder of This Warrant

In Order to Exercise This Warrant)

The undersigned hereby irrevocably elects to exercise the right covered by this Warrant to purchase ____________________ of the Equity Interest of TWINLAB CONSOLIDATED HOLDINGS, INC. , a Nevada corporation, according to the conditions hereof and herewith makes payment in full of the Exercise Price with respect to such Equity Interest.

Dated: _________________

ANNEX 2

ASSIGNMENT FORM

(To Be Executed By the Holder of This Warrant

In Order to Assign This Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________ this Warrant and all rights evidenced thereby and does irrevocably constitute and appoint ___________________, attorney, to transfer the said Warrant on the books of TWINLAB CONSOLIDATED HOLDINGS, INC. , a Nevada corporation.

Dated: _________________

ANNEX 3

EXCHANGE FORM

(To Be Executed By the Holder of This Warrant

In Order to Exchange and Assign This Warrant)

The undersigned hereby irrevocably elects to exchange this Warrant to purchase ________________, of the Equity Interest of TWINLAB CONSOLIDATED HOLDINGS, INC. , a Nevada corporation, for ___________ Warrants to purchase the Equity Interest of TWINLAB CONSOLIDATED HOLDINGS, INC. , a Nevada corporation, set forth below to the Persons named and hereby sells, assigns and transfers unto such Persons that portion of this Warrant represented by such new Warrants and all rights evidenced thereby and does irrevocably constitute and appoint ____________________, attorney, to exchange and transfer this Warrant as aforesaid on the books of TWINLAB CONSOLIDATED HOLDINGS, INC. , a Nevada corporation.

FOR USE BY THE COMPANY ONLY:

This Warrant No. __ cancelled (or transferred or exchanged) this ________ day of _____________, ____________ of the Equity Interest of TWINLAB CONSOLIDATED HOLDINGS, INC. , a Nevada corporation, issued therefor in the name of ____ ___________ Warrant No. ___ for ________, of the Equity Interest of TWINLAB CONSOLIDATED HOLDINGS, INC. , a Nevada corporation, in the name of _________________________.

Dated: _______________

Exhibit 10.137

EXECUTION VERSION

THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT DATED AS OF JULY 21, 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 JULY 21, 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 JULY 21, 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 JULY 21, 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 JULY 21, 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

FOR VALUE RECEIVED, the undersigned, TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation (“ Maker ”), promises to pay to LITTLE HARBOR LLC, a Nevada 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

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.

On each Monthly Delayed Draw Date, subject to the terms and conditions hereof, Holder shall make the Monthly Delayed Draw Loan principal amount available to Maker by accepting, pursuant to the terms of Section 1.01(b) hereof, the principal amount of such Monthly Delayed Draw Loan as payment of amounts due by Maker’s subsidiary under the “Repayment Agreement” (as defined below).

b.             Holder and Twinlab Holdings, Inc. f/k/a Idea Sphere Inc. (“THI”), a wholly-owned subsidiary of Maker, are parties to that certain Debt Repayment Agreement, dated as of July 31, 2014 (the “ Repayment Agreement ”), a copy of which is attached hereto as Exhibit D and pursuant to which THI is required to make monthly payments to Holder as set forth in Schedule A thereto, (the “Payment Schedule ”). THI’s payment obligations to Holder under the Repayment Agreement have been satisfied for the “Month 1” through “Month 17” payment obligations referenced in the Payment Schedule, and as of the date hereof, the payments due for “Month 18” (due January 25, 2016) and beyond remain outstanding. The purpose of this Note is to provide Holder the right, in its discretion, to allow certain obligations of THI under the Repayment Agreement to be satisfied by Maker’s promise to pay Holder equivalent principal amounts pursuant to and on the terms of this Note, thus effectively deferring the timing of such payments for Maker’s consolidated company until due by Maker on the terms hereof. Accordingly, Holder hereby irrevocably agrees to accept the principal amount of any Monthly Delayed Draw Loan drawn by Maker pursuant to and subject to the terms of this Note in lieu and in complete satisfaction of the obligation of THI to make an equivalent dollar amount of periodic cash payments otherwise due Holder under the Repayment Agreement, to be applied first against the “Month 18” periodic payment that was due under the Payment Schedule on January 25, 2016 and continuing with each immediately subsequent periodic payment thereafter due under the Repayment Agreement until the total amount of periodic payment obligations so satisfied shall have amounted to the total principal amount of Monthly Delayed Draw Loans drawn by Maker pursuant to this Note. In the event that the remainder of the total principal amount of Monthly Delayed Draw Loans drawn by Maker pursuant to this Note that is then available to be applied pursuant hereto towards a final periodic payment under the Repayment Agreement is insufficient to satisfy the entire amount due for such period under the Repayment Agreement, then the excess amount then due for such periodic payment above the amount satisfied hereby shall continue to be due and payable in cash by THI in accordance with the terms of the Repayment Agreement. Except for Holder’s agreement on the terms set forth herein to, in its sole discretion, accept the creation of new debt obligations of Maker to Holder pursuant to this Note in lieu of cash payments otherwise due Holder under the Repayment Agreement in an aggregate amount equal to the total principal amount of Monthly Delayed Draw Loans drawn by Maker under this Note, nothing herein is intended to modify in any way the Repayment Agreement, which shall remain in full force and effect. By way of example only, if in its discretion, Holder (i) allows Maker to draw the first Monthly Delayed Draw Loan in the total principal amount of $1,135,277, Holder shall accept Maker’s agreement to accept that debt obligation pursuant hereto as full and complete satisfaction of THI’s payment obligations for the entire Month 18 ($378,333), Month 19 ($308,333), and Month 20 ($408,333) payment obligations under the Payment Schedule as well as $40,278 of the Month 21 payment obligation; or (ii) allows Maker to draw the maximum amount of Monthly Delayed Draw Loans in the total principal amount of $4,769,996, Holder shall accept Maker’s agreement to accept that debt obligation pursuant hereto as full and complete satisfaction of THI’s payment obligations for the entire Month 18 (January 2016) through Month 29 (December 2016) payment obligations under the Payment Schedule.

c.             Maker acknowledges to Holder that the Monthly Delayed Draw Loans under this Note are discretionary with Holder, and conditioned upon prior approval by Holder; provided, however, after a Fully Executed Monthly Delayed Draw Certificate has been countersigned by Holder then all conditions hereunder to a Monthly Delayed Draw Loan (including Holder's approval thereof) shall be deemed irrevocably satisifed and Maker shall be obligated to make the Monthly Delayed Draw Loan requested therein and such Monthly Delayed Draw Loan shall be deemed to have occurred on Holder's delivery of the Fully Executed Monthly Delayed Draw Certificate to the Maker. 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.

d.             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.

e.             Maker and Holder acknowledge and agree that Golisano Holdings is relying on the terms hereof, including the delivery of a Fully Executed Monthly Delayed Draw Certificate by Holder to Golisano Holdings as a condition to its funding similar payments under the Unsecured Delayed Draw Promissory of even date herewith executed by Maker in favor of Golisano Holdings in the principal amount of up to $4,769,996 (the “ Third Golisano Holdings Note ”). Accordingly, Maker and Holder agree that Golisano Holdings is an express third party beneficiary of this Section 1.01 and each Fully Executed Monthly Delayed Draw Certificate and neither the terms of this Section 1.01 (or the term of the Repayment Agreement amended hereby) nor the terms of any Fully Executed Monthly Delayed Draw Certificate may be amended, modified or supplement in any way without Golisano Holdings' prior written consent.

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 ^th , 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.

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.

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

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, Golisano Holdings, 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.

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.

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:

Little Harbor, LLC

3133 Orchard Vista Drive SE

Grand Rapids, MI 49546

Attention: Mark J. Bugge, Secretary

Facsimile: (616) 808-2721

e-mail: Mark.Bugge@vaegr.com

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) the Third Golisano Holdings Note, 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 Golisano Holdings Note ") in the original principal amount of $2,500,000 issued by Maker to Golisano Holdings 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 Golisano Holdings Note " and together with the Third Golisano Holdings Note and the First Golisano Holdings Note, the " Golisano Holdings 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 ”). Maker and Holder acknowledge and agree that all payments of principal and interest on this Note and all of the Golisano Notes, the Great Harbor Notes, and the JL-US 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 JL-US to the extent each is entitled thereto and shall pay such excess amount over to Golisano Holdings, Great Harbor and/or JL-US , as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano Holdings, Great 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 Golisano Holdings, Great Harbor and JL-US.

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 Golisano Holdings Note ” shall have the meaning set forth in Section 3.11 .

“ 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 .

“Fully Executed Monthly Delayed Draw Loan Certificate " shall have the meaning set forth in Section 1.01(c)(iv).

“ Golisano Holdings ” means Golisano Holdings LLC, a New York limited liability company.

“ Golisano Holdings Notes ” 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 .

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

“ 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 .

“ 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 .

“ Second Golisano 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]

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

[ Unsecured Delayed Draw Promissory Note ]

[ 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 Little Harbor, LLC (the " Holder "), in accordance with the requirements of Sections 1.01(c)(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 certifies 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 shall be applied against the Repayment Agreement (as defined in the Note) as set forth in Section 1.01(b) of the Note.

ACCEPTANCE BY LITTLE HARBOR

The undersigned authorized officer of Holder hereby certifies and affirms that (i) based upon Maker’s submission of the above Monthly Delayed Draw Certificate, Holder agrees to allow Maker to draw, pursuant to and on the terms of the Note, the Monthly Delayed Draw Loan Principal Amount of $___________ for the Monthly Delay Draw Date of _____________, and (ii) Holder hereby irrevocably agrees to accept the foregoing Monthly Delayed Draw Loan Principal Amount drawn by Maker and Maker’s obligations with respect thereto under the Note in lieu and in complete satisfaction of the obligation of THI to make an equivalent dollar amount of periodic cash payments otherwise due Holder under the Repayment Agreement in accordance with Section 1.01(b) of the Note.

[ Unsecured Delayed Draw Promissory Note ]

Exhibit 10.138

THIS WARRANT AND THE EQUITY INTERESTS THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD OR TRANSFERRED, OR OFFERED FOR SALE OR TRANSFER, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION THEREUNDER OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF.

TWINLAB CONSOLIDATED HOLDINGS, INC.

Warrant

This Warrant (the " Warrant ") certifies that, for value received, Little Harbor, LLC, and its permitted transferees, successors and assigns (the " Holder "), is entitled to purchase from TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation (the " Company "), Two Million One Hundred Sixty-Eight Thousand One Hundred Seventy-Eight (2,168,178) shares of common stock of the Company (subject to any adjustments pursuant to Section 3.3) issuable upon the full exercise of this Warrant at the purchase price of $0.01 per share (the " Exercise Price "), at any time prior to 5:00 P.M. Eastern Time on July 21, 2022 (the " Expiration Date ").

ARTICLE I

DEFINITIONS

SECTION 1.1 Definitions . As used in this Warrant, the following terms shall have the following meanings:

" Applicable Law " means all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates or orders of any Governmental Authority applicable to the Person in question or any of its assets or property, and all judgments, injunctions, orders and decrees of all courts and arbitrators in proceedings or actions in which the Person in question is a party or by which any of its assets or properties are bound.

" Assignment Form " shall mean the assignment form attached as Annex 2 hereto.

" Affiliate " or " Affiliated " means, as applied to (i) any Person, directly or indirectly, in which such Person holds, beneficially or of record, ten percent (10%) or more of the equity of voting securities; (ii) any Person that holds, of record or beneficially, ten percent (10%) or more of the equity or voting securities of such Person; (iii) any director, officer, partner or individual holding a similar position in respect of such Person; (iv) as to any natural Person, any Person related by blood, marriage or adoption and any Person owned by such Persons, including any spouse, parent, grandparent, aunt, uncle, child, grandchild, sibling, cousin or in-law of such Person; or (v) any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

" Business Day " means any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close.

" Company " shall have the meaning set forth in the Preamble.

" Current Holder’s Equity Interest " means Two Million One Hundred Sixty-Eight Thousand One Hundred Seventy-Eight (2,168,178) shares of common stock of the Company issuable upon the full exercise of this Warrant, minus any Equity Interest previously issued pursuant to the exercise of this Warrant; the exact amount of Current Holder’s Equity Interest at any time to be calculated as the cumulative total Monthly Delayed Draw Loan Principal Amounts drawn under the Note (as defined below) multiplied by .454545, rounded up to the nearest whole number.

" Delivery Date " shall have the meaning given to such term in Section 3.2 .

" Equity Interest " shall mean the interest of (i) a shareholder in a corporation, (ii) a partner (whether general or limited) in a partnership (whether general, limited or limited liability), (iii) a member in a limited liability company, or (iv) any other Person having any other form of equity security or ownership interest in any Person.

" Exchange Act " shall mean the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

" Exchange Form " shall mean the exchange form attached as Annex 3 hereto.

" Executive Officer " shall mean, with respect to the Company, its Chief Executive Officer, President, Chief Financial Officer or Chief Operating Officer.

" Exercise Form " shall mean the exercise form attached as Annex 1 hereto.

" Exercise Price " shall have the meaning set forth in the Preamble.

" Expiration Date " shall have the meaning set forth in the Preamble.

" GAAP " shall mean generally accepted accounting principles in the United States as of the relevant date in question, consistently applied.

" Governmental Authority " means any arbitrator or any governmental authority, agency, department, commission, bureau, board, instrumentality, court or quasi-governmental authority having jurisdiction or supervisory or regulatory authority over the Company.

" Holder " shall have the meaning set forth in the Preamble.

" Holder's Equity Interest " shall have the meaning given to such term in Section 3.3 .

" Note " shall mean an Unsecured Delayed Draw Promissory Note dated July 21, 2016 in the maximum principal amount of up to $4,769,996 executed and delivered by the Company by the Holder.

" Person " shall mean any individual, corporation, partnership, limited liability company, trust, unincorporated organization, or any other form of entity.

" Rights Agreement " shall have the meaning given to such term in Section 4.1 .

" Securities Act " shall mean the Securities Act of 1933, as amended from time to time, and any successor statute.

" Subsidiary " shall mean a corporation or other entity any of whose Equity Interests having ordinary voting power (other than Equity Interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of such corporation, or other Persons performing similar functions for such entity, are owned, directly or indirectly, by such Person.

" Taxes " means all taxes, charges, fees, levies or other assessments, however denominated and whether imposed by a taxing authority within or without the United States, including all net income, gross income, gross receipts, sales, use, ad valorem, goods and services, capital, transfer, franchise, profits, license, withholding, payroll, employment, employer health, excise, estimated, severance, stamp, occupation, property or other taxes, custom duties, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority whether arising before, on or after the date hereof.

" Warrant " or " Warrants " shall mean this Warrant.

" Warrant Register " shall have the meaning given to such term in Section 2.1.

SECTION 1.2 Interpretation . Unless the context of this Warrant clearly requires otherwise, the masculine, feminine or neuter gender and the singular or plural number shall be deemed to include the others whenever the context so requires. Accounting terms used but not otherwise defined herein have the meanings given to them under GAAP. The terms "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." The words "hereof," "herein," "hereunder," and similar terms in this Warrant refer to this Warrant as a whole and not to any particular provision of this Warrant. References to "Articles", "Sections," "Subsections," "Exhibits," "Preamble," "Annexes," and "Schedules" are to articles, sections, subsections, exhibits, preamble, annexes and schedules, respectively, of this Warrant, unless otherwise specifically provided. References to "days" and "months" refer to calendar days and calendar months unless otherwise expressly designated (i.e., business days or particular 30-day periods). The captions contained herein are for convenience only and shall not control or affect the meaning or construction of any provision of this Warrant. The term "dollars" or "$" means United States Dollars.

ARTICLE II

FORM; EXCHANGE FOR WARRANTS; TRANSFER; TAXES

SECTION 2.1 Warrant Register . Each Warrant issued, exchanged or transferred shall be registered in a warrant register (the " Warrant Register "). The Warrant Register shall set forth the number of each Warrant, the name and address of the holder thereof, and the Current Holder’s Equity Interest for which the Warrant is then exercisable. The Warrant Register will be maintained by the Company and will be available for inspection by the Holder at the principal office of the Company or such other location as the Company may designate to the Holder in the manner set forth in Section 5.1 hereof. The Company shall be entitled to treat the Holder as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such Warrant on the part of any other Person.

SECTION 2.2 Exchange of Warrants for Warrants .

(a)       The Holder may exchange this Warrant for another Warrant or Warrants of like kind and tenor representing in the aggregate the right to purchase the same Current Holder’s Equity Interest which could be purchased pursuant to the Warrant being so exchanged. In order to effect an exchange permitted by this Section 2.2 , the Holder shall deliver to the Company such Warrant accompanied by an Exchange Form in the form attached hereto as Annex 3 signed by the Holder thereof specifying the number and denominations of Warrants to be issued in such exchange and the names in which such Warrants are to be issued. Within ten (10) Business Days of receipt of such a request, the Company shall issue, register and deliver to the Holder thereof each Warrant to be issued in such exchange.

(b)       Upon receipt of evidence reasonably satisfactory to the Company (an affidavit of the Holder, including indemnification reasonably acceptable to the Company) of the ownership and the loss, theft, destruction or mutilation of any Warrant or, in the case of any such mutilation, upon surrender of such Warrant, the Company shall (at its expense) execute and deliver in lieu of such Warrant a new Warrant of like kind and tenor representing the same rights represented by and dated the date of such lost, stolen, destroyed or mutilated Warrant. Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by any Person.

(c)       The Company shall pay all Taxes (other than any applicable income or similar Taxes payable by a Holder of a Warrant) attributable to an exchange of a Warrant pursuant to this Section 2.2 ; provided, however , that the Company shall not be required to pay any Tax which may be payable in respect of any transfer involved in the issuance of any Warrant in a name other than that of the Holder of the Warrant being exchanged.

SECTION 2.3 Transfer of Warrant .

(a)       Subject to Section 2.3(c) hereof, each Warrant and the rights thereunder may be transferred by the Holder thereof, in whole or in part, by delivering to the Company such Warrant accompanied by a properly completed Assignment Form in the form of Annex 2 . Within ten (10) Business Days of receipt of such Assignment Form the Company shall issue, register and deliver to the new Holder, subject to Section 2.3(c ) hereof a new Warrant or Warrants of like kind and tenor representing in the aggregate the right to purchase the same Current Holder’s Equity Interest which could be purchased pursuant to the Warrant being transferred. In all cases of transfer by an attorney, the original power of attorney, duly approved, or a copy thereof, duly certified, shall be deposited and remain with the Company. In case of a transfer by executors, administrators, guardians or other legal representatives, duly authenticated evidence of their authority shall be produced and may be required to be deposited and remain with the Company in its discretion.

(b)       Each Warrant issued in accordance with this Section 2.3 shall bear the restrictive legend set forth on the face of this Warrant, unless the Holder or transferee thereof supplies to the Company an opinion of counsel, reasonably satisfactory to the Company, that the restrictions described in such legend are no longer applicable to such Warrant.

(c)       The transfer of Warrants and any Equity Interest purchased thereunder shall be permitted, so long as such transfer is pursuant to a transaction that complies with, or is exempt from, the provisions of the Securities Act, and the Company may require an opinion of counsel in form and substance reasonably satisfactory to it to such effect prior to effecting any transfer of Warrants or any Equity Interest purchased thereunder.

ARTICLE III

EXERCISE OF WARRANT; EXCHANGE FOR EQUITY INTEREST

SECTION 3.1 Exercise of Warrants . This Warrant shall not be exercisable unless and until Maker fails to pay Holder the entire unamortized principal amount of the Note and any accrued and unpaid interest thereon as of the Maturity Date (as defined in the Note) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Note) issued by Holder in accordance with the terms thereof. On any Business Day after this Note first becomes exercisable, but before the Expiration Date, the Holder may exercise this Warrant, in whole or in part, by delivering to the Company this Warrant accompanied by a properly completed Exercise Form in the form of Annex 1 and a check in an aggregate amount equal to the applicable Exercise Price.

SECTION 3.2 Issuance of Equity Interest .

(a)       The Company represents and warrants that the authorized Equity Interest of the Company consists solely of (i) 5,000,000,000 shares of common stock, par value $0.001 per share, of which only 250,806,152 common shares have been issued and remain outstanding as of the date hereof and (ii) 500,000,000 shares of preferred stock, none of which preferred shares have been issued as of the date hereof. The shares of common stock of the Company issued and outstanding as of the date hereof are duly authorized, validly issued, fully paid and non-assessable. The delivery to the Holder of certificates representing the Equity Interest that the Holder purchases pursuant to the exercise of this Warrant shall grant to the Holder good and valid title to the Equity Interest represented by such certificate, free and clear of any and all liens, pledges, security interests, charges or encumbrances of any kind or nature or any option, warrant or trust having the practical effect of any of the foregoing.

(b)      Immediately upon the exercise of this Warrant in accordance with Section 3.1 , the Company (the " Delivery Date ") shall issue the Equity Interest that the Holder has purchased pursuant to such exercise, deliver to the Holder the certificates representing such Equity Interest and reflect the issuance of such Equity Interest, which Equity Interest shall be duly authorized, validly issued, outstanding, fully paid and non-assessable, in the Company’s shareholder records (maintained by the Company or its duly appointed transfer agent), whereupon the Holder shall be deemed for all purposes, effective as of the Delivery Date, to be a holder of record and beneficial owner of the Equity Interest that it has purchased pursuant to such exercise.

(c)      If a Holder shall exercise this Warrant for less than all of the Equity Interest which could be purchased or received hereunder, the Company shall issue to the Holder, within five (5) Business Days of the Delivery Date, a new Warrant of like kind and tenor to this Warrant evidencing the right to purchase the remaining Equity Interest represented by the Warrant. This Warrant shall be cancelled upon surrender thereof pursuant to Section 3.1 .

(d)      The Company shall pay all Taxes (other than any applicable income or similar Taxes payable by a Holder of a Warrant) attributable to the initial issuance of any Equity Interest upon the exercise or exchange of this Warrant or any successor Warrant; provided , however , that the Company shall not be required to pay any Tax which may be payable in respect of any transfer involved in the issuance of a successor to this Warrant in a name other than that of the Holder of the Warrant being exercised or exchanged.

(e)      Except as set forth in any document that is un-redacted and publicly filed with the U.S. Securities and Exchange Commission, neither the Company nor its Subsidiaries has any liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise and whether due or to become due) which are not fully reflected or reserved against on the balance sheet in accordance with GAAP, except for liabilities and obligations incurred in the ordinary course of business and consistent with past practice since the date thereof.

SECTION 3.3 Adjustment of Holder’s Equity Interest and/or Exercise Price . The Equity Interest issuable upon exercise of this Warrant (such Equity Interest is referred to herein as the " Holder's Equity Interest ") shall be subject to adjustment from time to time in accordance with this Section 3.3 .

SECTION 3.3.1 Issuance of Additional Equity Interest; Capital Reorganization or Capital Reclassifications . If, at any time after the date hereof, the Equity Interests of the Company shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation, whether through reorganization, recapitalization, stock split-up, combination of shares, merger or consolidation (including, without limitation, any subdivision or combination of Equity Interest), then in each case the Company shall cause effective provision to be made so that this Warrant shall, effective as of the effective date of such event retroactive to the record date, if any, of such event, be exercisable or exchangeable for the kind and number of equity securities, cash or other property to which a holder of the Equity Interest deliverable upon exercise or exchange of this Warrant would have been entitled upon such event and any such provision shall include adjustments in respect of such securities or other property that shall be equivalent to the adjustments provided for in this Warrant with respect to such Warrant.

SECTION 3.3.2  Consolidations and Mergers; Dissolution .

(a)       If, at any time after the date hereof, the Company shall consolidate with, merge with or into, or sell all or substantially all of its assets or property to, another Person, then the Company shall cause effective provision to be made so that each Warrant shall, effective as of the effective date of such event retroactive to the record date, if any, of such event, be exercisable or exchangeable for the kind and number of shares of stock, membership or other equity interests, other securities, cash or other property to which a holder of the Equity Interest deliverable upon exercise or exchange of such Warrant would have been entitled upon such event. The Company shall not consolidate or merge unless, prior to consummation, the successor corporation (if other than the Company) assumes the obligations of this paragraph by written instrument executed and mailed to the Holder at the Holder’s address set forth in Section 5.1. A sale or lease of all or substantially all the assets of the Company for a consideration (apart from the assumption of obligations) consisting primarily of securities is a consolidation or merger for the foregoing purposes.

(b)       In case a voluntary or involuntary dissolution, liquidation, or winding up of the Company (other than in connection with a consolidation or merger covered by subsection (a) above) is at any time proposed, the Company shall give at least 30 days’ prior written notice to the Holder. Such notice shall contain: (1) the date on which the transaction is to take place; (2) the record date (which shall be at least 30 days after the giving of the notice) as of which the Holder will be entitled to receive distributions as a result of the transaction; (3) a brief description of the transaction; (4) a brief description of the distributions to be made to the Holder as a result of the transaction and (5) an estimate of the fair value of the distributions. On the date of the transaction, if it actually occurs, this Warrant and all rights hereunder shall terminate.

SECTION 3.3.3  Notice; Calculations; Etc . Whenever the Equity Interest issuable hereunder shall be adjusted as provided in this Section 3.3 , the Company shall provide to the Holder a statement, signed by an Executive Officer, describing in detail the facts requiring such adjustment and setting forth a calculation of the Equity Interest applicable to each Warrant after giving effect to such adjustment. All calculations under this Section 3.3 shall be made to the nearest one hundredth of a cent or to the nearest one-tenth of a unit, as the case may be.

ARTICLE IV

CERTAIN OTHER RIGHTS

SECTION 4.1 Registration Rights.

(a)      At any time at which this Warrant or the Equity Interest underlying the same remains outstanding, upon the request of the Holder, the Company will enter into a registration rights agreement with Holder (the " Rights Agreement "). Such Rights Agreement shall provide that beginning October 1, 2015, if the Company is eligible for the use of a registration statement on Form S-3, then the Holder shall have the right to request an initial registration and thereafter on a quarterly basis after such initial registration shall have been declared effective by the U.S. Securities and Exchange Commission, registration of its Equity Interests on Form S-3 or any similar short-form registration (each, a " Demand Registration "). The Rights Agreement will provide that each request for a Demand Registration shall specify the approximate number of Equity Interests requested to be registered and that the Company shall cause a registration statement on Form S-3 (or any successor form) to be filed within twenty (20) days after the date on which the initial request is given and shall use its reasonable best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Rights Agreement will provide that the Company may postpone for up to ninety (90) days the filing or effectiveness of a registration statement for a Demand Registration if the Company determines in its reasonable good faith judgment that such Demand Registration would (i) materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act. The Rights Agreement shall contain such other terms and conditions applicable to the Holder no less favorable to the Holder than registration rights made available to any other holder of any Equity Interest or other equity security of the Company.

(b)      The rights to cause the Company to register Equity Interests pursuant hereto may be assigned (but only with all related obligations) by the Holder in a Qualified Assignment; provided, that, (i) the Company is, upon or within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the securities with respect to which such registration rights are being assigned, (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Warrant, (iii) such assignment shall be effective only if immediately following such transfer the further disposition of such securities by transferee or assignee is restricted under the Securities Act, and (iv) such assignment shall be effective only if immediately following such transfer such Equity Interests continue to be Equity Interests of the Company.

SECTION 4.2 Reservation of Underlying Shares.

(a)            The Company covenants   at all times to reserve and keep available out of its authorized shares of Common Stock, free from preemptive rights, solely for the purpose of issue upon exercise of the Warrant as herein provided, the maximum number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant.  

(b)           The Company covenants that all shares of Common Stock issued upon exercise of the Warrant which shall be so issuable shall, when issued, be duly and validly issued and fully paid and non-assessable, free from all taxes, liens and charges with respect to the purchase and the issuance of the shares, and shall not have any legend or restrictions on resale, except as required by the Rights Agreement or hereby.

ARTICLE V

MISCELLANEOUS

SECTION 5.1 Notices . Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and shall be made by electronic mail, personal service, facsimile or reputable courier service:

TWINLAB CONSOLIDATED HOLDINGS, INC.

2255 Glades Road, Suite 342W

Boca Raton, FL 33431

Attention: Richard H. Neuwirth, Chief Legal Officer

Facsimile: (561) 441-2821

e-mail: RNeuwirth@twinlab.com

with a copy to:

WILK AUSLANDER LLP

1515 Broadway

New York, New York 10036

Attention: Joel I. Frank, Esq.

Facsimile: (212) 762-6380

e-mail: jfrank@wilkauslander.com

Little Harbor, LLC

3133 Orchard Vista Drive SE

Grand Rapids, MI 49546

Attention: Mark J. Bugge, Secretary

Facsimile: (616) 808-2721

e-mail: Mark.Bugge@vaegr.com

Unless otherwise specifically provided herein, any notice or other communication shall be deemed to have been given when delivered in person or by courier service, upon receipt of electronic mail or upon receipt of facsimile.

SECTION 5.2 No Voting Rights: Limitations of Liability . This Warrant shall not entitle the holder thereof to any voting rights or, except as otherwise provided or referenced herein, other rights of an equity owner of the Company. No provision hereof, in the absence of affirmative action by the Holder to purchase its Equity Interest, and no enumeration herein of the rights or privileges of the Holder shall give rise to any liability of the Holder for the Exercise Price of the Equity Interest acquirable by exercise hereunder or as a stockholder of the Company.

SECTION 5.3 Amendments and Waivers . Any provision of this Warrant may be amended or waived, but only pursuant to a written agreement signed by the Company and the Holder.

SECTION 5.4 Severability . If any provision of this Warrant shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and shall not in any way affect or render invalid or unenforceable any other provision of this Agreement, and such provision shall be deemed to be restated to reflect the parties' original intentions as nearly as possible in accordance with Applicable Law(s).

SECTION 5.5 Specific Performance . The Holder shall have the right to specific performance by the Company of the provisions of this Warrant, in addition to any other remedies it may have at law or in equity. The Company hereby irrevocably waives, to the extent that it may do so under Applicable Law, any defense based on the adequacy of a remedy at law which may be asserted as a bar to the remedy of specific performance in any action brought against the Company for specific performance of this Warrant by the Holder.

SECTION 5.6 Binding Effect . This Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective successors and assigns.

SECTION 5.7 Counterparts . This Warrant may be executed in several counterparts, and/or by the execution of counterpart signature pages that may be attached to one or more counterparts of this Warrant, and all so executed shall constitute one agreement binding on all of the parties hereto, notwithstanding that all of the parties hereto are not signatory to the original or the same counterpart. In addition, any counterpart signature page may be executed by any party wherever such party is located, and may be delivered by telephone facsimile or by electronic mail in PDF format, and any such transmitted signature pages may be attached to one or more counterparts of this Warrant, and such faxed or sent by electronic mail signature(s) shall have the same force and effect, and be as binding, as if original signatures had been executed and delivered in person.

SECTION 5.8 Entire Agreement . This Warrant and the Note, together with the other documents and instruments entered into by the parties thereto in connection therewith, constitute the entire understanding among the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respectto the subject matter hereof.

SECTION 5.9 Governing law . THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES AND PRINCIPLES. THE PARTIES HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN NEW YORK COUNTY, NEW YORK FOR THE PURPOSE OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS WARRANT, AND IRREVOCABLY AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE PARTIES HEREBY EXPRESSLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS WARRANT.

SECTION 5.10 Expenses . The Company will promptly (and in any event within thirty (30) days of receiving any statement or invoice therefor) pay all reasonable fees, expenses and costs relating hereto, including, but not limited to, (i) the cost of reproducing this Warrant, (ii) the fees and disbursements of counsel to the Holder in preparing this Warrant, (iii) all transfer, stamp, documentary or other similar Taxes, assessments or charges levied by any governmental or revenue authority in respect hereof or any other document referred to herein, (iv) fees and expenses (including, without limitation, reasonable attorneys' fees) incurred in respect of the enforcement by the Holder of the rights granted to the Holder under this Warrant, and (v) the expenses relating to the consideration, negotiation, preparation or execution of any amendments, waivers or consents requested by the Company pursuant to the provisions hereof, whether or not any such amendments, waivers or consents are executed.

SECTION 5.11 Attorneys' Fees . In any action or proceeding brought by a party to enforce any provision of this Warrant, the prevailing party shall be entitled to recover the reasonable costs and expenses incurred by it or him in connection therewith (including reasonable attorneys’ and paralegals’ fees and costs incurred before and at any trial or arbitration and at all appellate levels), as well as all other relief granted or awarded in such action or other proceeding.

SECTION 5.12 Filings . The Company shall, at its own expense, promptly execute and deliver, or cause to be executed and delivered, to the Holder all applications, certificates, instruments and all other documents and papers that the Holder may reasonably request in connection with the obtaining of any consent, approval, qualification, or authorization of any Federal, provincial, state or local government (or any agency or commission thereof) necessary or appropriate in connection with, or for the effective exercise of, the Warrant (and/or any successor Warrant(s) hereto).

SECTION 5.13 Other Transactions . Nothing contained herein shall preclude the Holder from engaging in any transaction, in addition to those contemplated by this Warrant with the Company or any of its Affiliates in which the Company or such Affiliate is not restricted hereby from engaging with any other Person.

SECTION 5.14 Waiver of Jury Trial . THE HOLDER AND THE COMPANY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS WARRANT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE HOLDER OR THE COMPANY. THE COMPANY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE HOLDER ENTERING INTO THIS WARRANT.

SECTION 5.15 Headings . Section titles and captions contained in this Warrant are inserted only as a matter of convenience and for reference. The titles and captions in no way define, limit, extend or describe the scope of this Warrant or the intent of any provision hereof.

SECTION 5.16 No Third-Party Beneficiaries . This Warrant is for the sole benefit of the Company and the Holder and their respective successors and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant.

[Remainder of page intentionally left blank; signatures on following page]

IN WITNESS WHEREOF, the undersigned has caused this Warrant to be duly executed and delivered by an authorized officer, all as of the date and year first above written.

Signature Page To Warrant 2016 - 17

Signature Page To Warrant 2016 – 17

ANNEX 1

ELECTION TO EXERCISE FORM

(To Be Executed By the Holder of This Warrant

In Order to Exercise This Warrant)

The undersigned hereby irrevocably elects to exercise the right covered by this Warrant to purchase ____________________ of the Equity Interest of TWINLAB CONSOLIDATED HOLDINGS, INC. , a Nevada corporation, according to the conditions hereof and herewith makes payment in full of the Exercise Price with respect to such Equity Interest.

Dated: ________________

ANNEX 2

ASSIGNMENT FORM

(To Be Executed By the Holder of This Warrant

In Order to Assign This Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _____________________________ this Warrant and all rights evidenced thereby and does irrevocably constitute and appoint ___________________, attorney, to transfer the said Warrant on the books of TWINLAB CONSOLIDATED HOLDINGS, INC. , a Nevada corporation.

Dated: __________________

ANNEX 3

EXCHANGE FORM

(To Be Executed By the Holder of This Warrant

In Order to Exchange and Assign This Warrant)

The undersigned hereby irrevocably elects to exchange this Warrant to purchase ________________, of the Equity Interest of TWINLAB CONSOLIDATED HOLDINGS, INC. , a Nevada corporation, for ___________ Warrants to purchase the Equity Interest of TWINLAB CONSOLIDATED HOLDINGS, INC. , a Nevada corporation, set forth below to the Persons named and hereby sells, assigns and transfers unto such Persons that portion of this Warrant represented by such new Warrants and all rights evidenced thereby and does irrevocably constitute and appoint ____________________, attorney, to exchange and transfer this Warrant as aforesaid on the books of TWINLAB CONSOLIDATED HOLDINGS, INC. , a Nevada corporation.

FOR USE BY THE COMPANY ONLY:

This Warrant No. __ cancelled (or transferred or exchanged) this ________ day of _____________, ____________ of the Equity Interest of TWINLAB CONSOLIDATED HOLDINGS, INC. , a Nevada corporation, issued therefor in the name of ____ ___________ Warrant No. ___ for ________, of the Equity Interest of TWINLAB CONSOLIDATED HOLDINGS, INC. , a Nevada corporation, in the name of _________________________.

Dated: _________________

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 21 ^st 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]

EXECUTION VERSION

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

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

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

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 21 ^st 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.

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]

EXECUTION VERSION

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

The undersigned hereby consent to this Amendment No. 2 to Unsecured Promissory Note.

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

Exhibit 10.141

EXECUTION VERSION

AMENDMENT NO. 3 TO UNSECURED PROMISSORY NOTE

This Amendment No. 3 to Unsecured Promissory Note (the "Amendment") is made as of this 21 ^st day of July, 2016, by and between TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation (" Maker "), and GREAT HARBOR CAPITAL, LLC, a Delaware 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, Golisano Holdings LLC ("Golisano Holdings"), 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 (Great Harbor)

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 " and together with this 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 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 and collectively with the First Golisano Holdings Note and the Second Golisano Holdings 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 Holder, (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 Golisano Holdings, Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Golisano Holdings, Little Harbor and/or JL-US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano Holdings, 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 Golisano Holdings, 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]

EXECUTION VERSION

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

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

Amendment No. 3 to Unsecured Promissory Note (Great Harbor)

Exhibit 10.142

EXECUTION VERSION

AMENDMENT NO. 2 TO UNSECURED PROMISSORY NOTE

This Amendment No. 2 to Unsecured Promissory Note (the "Amendment") is made as of this 21 ^st day of July, 2016, by and between TWINLAB CONSOLIDATED HOLDINGS, INC., a Nevada corporation (" Maker "), and GREAT HARBOR CAPITAL, LLC, a Delaware 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, Golisano Holdings LLC ("Golisano Holdings"), 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 (Great Harbor)

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 " and together with this Note, the “ Holder Notes ”), in the original principal amount of $2,500,000 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 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 and collectively with the First Golisano Holdings Note and the Second Golisano Holdings 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 Holder, (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 Golisano Holdings, Little Harbor and JL-US to the extent each is entitled thereto and shall pay such excess amount over to Golisano Holdings, Little Harbor and/or JL-US, as applicable, as promptly as practicable. Maker and Holder hereby agree that Golisano Holdings, 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 Golisano Holdings, 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.

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]

EXECUTION VERSION

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

The undersigned hereby consent to this Amendment No. 2 to Unsecured Promissory Note.

Amendment No. 2 to Unsecured Promissory Note (Great Harbor)

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 21 ^st 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.

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]

EXECUTION VERSION

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

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

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