Twinlab Consolidated (TLCC) 10-K 2018 FY Annual report

Exhibit 10.194

AMENDMENT NO. 7 TO UNSECURED PROMISSORY NOTE

(Original Principal Amount $2,500,000)

This Amendment No. 7 to Unsecured Promissory Note (the "Amendment") is made as of this 23 day of January, 2019, 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, that certain Amendment No. 2 to Unsecured Promissory Note, dated April 5, 2016, that certain Amendment No. 3 to Unsecured Promissory Note, dated July 21, 2016, that certain Amendment No. 4 to Unsecured Promissory Note, dated December 30, 2016, that certain Amendment No. 5 to Unsecured Promissory Note, dated March 14, 2017, and that certain Amendment No. 6 to Unsecured Promissory Note, dated August 30, 2017 (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.     In the introduction date, the phrase "January 28, 2019" is hereby restated in its entirety to read as "June 30, 2019" such that the Maturity Date shall be June 30, 2019.

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]

Amendment No. 7 to Unsecured Promissory Note ($2,500,000 – Great Harbor)

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

TWINLAB CONSOLIDATED HOLDINGS, INC.
By:	/s/ Anthony Zolezzi
	Anthony Zolezzi
	Chief Executive Officer

GREAT HARBOR CAPITAL, LLC
By:	/s/ Mark Bugge
	Mark J. Bugge
	Secretary

Amendment No. 7 to Unsecured Promissory Note ($2,500,000 – Great Harbor)