AMENDMENT NO. 2 TO UNSECURED PROMISSORY NOTE
Exhibit 10.154
Execution Copy
AMENDMENT NO. 2 TO UNSECURED PROMISSORY NOTE
This Amendment No. 2 to Unsecured Promissory Note (the "Amendment") is made as of this 30th day of December, 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 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"), that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 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 (the “Third Golisano Holdings Note”) and that certain Unsecured Promissory Note dated December __, 2016 in the original principal amount of $2,500,000 (the “Fourth Golisano Holdings Note” and together with First Golisano Holdings Note, the Second Golisano Holdings Note and the Third Golisano Holdings Note, the "Golisano Holdings Notes"), (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 that certain Unsecured Promissory Note dated December __, 2016 in the original principal amount of $2,500,000 (the “Third Great Harbor Note” and together with the First Great Harbor Note and Second Great Harbor Note, the “Great Harbor Notes”) and (c) that certain Unsecured Delayed Draw Promissory Note dated July 21, 2016 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 (the "Little Harbor Note"). 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.
Amendment No. 2 to Unsecured Promissory Note (JL-US)
2. Except as expressly amended hereby, all terms and conditions of the Note shall remain in full force and effect.
3. Upon the effectiveness of this Amendment, each reference in the Note to "the Note," "this Note," "hereunder," "hereof," "herein," or words of similar import shall mean and be a reference to the Note, as amended by this Amendment.
4. This Amendment constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Amendment and the Note, the terms and conditions of this Amendment shall govern.
5. This Amendment may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of which shall be an original and all of which shall together constitute one and the same document.
[SIGNATURE PAGE FOLLOWS]
Execution Copy
IN WITNESS WHEREOF, Maker and Holder have executed this Amendment as of the date first above written.
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TWINLAB CONSOLIDATED HOLDINGS, INC.
By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Executive Officer
JL-UTAH SUB, LLC
By: /s/ Xxxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxx Title: Managing Member |
The undersigned hereby consent to this Amendment No.2 to Unsecured Promissory Note.
GREAT HARBOR CAPITAL, LLC
/s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
Title: Secretary
GOLISANO HOLDINGS LLC
/s/ B. Xxxxxx Xxxxxxxx
B. Xxxxxx Xxxxxxxx
Title: Member
Amendment No. 2 to Unsecured Promissory Note (JL-US)
