Amendment No. 1 to Amended and Restated Unsecured Delayed Draw Promissory Note, dated January 28, 2019, by and between Twinlab Consolidated Holdings, Inc. and Golisano Holdings LLC. ($4.7MM)

Exhibit 10.196

AMENDMENT NO. 1 TO AMENDED AND RESTATED

UNSECURED DELAYED DRAW PROMISSORY NOTE

(Original Principal Amount $4,769,996)

This Amendment No. 1 to Amended and Restated Unsecured Delayed Draw Promissory Note (the "Amendment") is made as of this 28 day of January, 2019, 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 Amended and Restated Unsecured Delayed Draw Promissory Note in the principal amount of Four Million Seven Hundred Sixty-Nine Thousand Nine Hundred Ninety-Six Dollars ($4,769,996), dated August 30, 2017 (the "Note"); and

WHEREAS, the Borrower and the Holder have agreed to amend the Note in accordance with this Amendment.

NOW, THEREFORE, the parties hereto agree as follows:

1.     In the introduction paragraph, the phrase "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. 1 to Amended and Restated

Unsecured Delayed Draw Promissory Note ($4,769,996 - Golisano Holdings)

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

Amendment No. 1 to Amended and Restated

Unsecured Delayed Draw Promissory Note ($4,769,996 - Golisano Holdings)