Exhibit
10.15


 


 








 


	NOTE	 	


 


	SBA
    Loan #	 	 
	SBA
    Loan Name	 	MusclePharm
    Corporation
	Date	 	04/27/2020
	Loan
    Amount	 	$964,910.00
	Interest
    Rate	 	1%
                                         fixed

         

	Borrower	 	MusclePharm
    Corporation
	Lender	 	Harvest
                                         Small Business Finance, LLC

        



 


		1.	PROMISE
                                         TO PAY:



 


In
return for the Loan, Borrower promises to pay to the order of Lender the amount of


 


	nine
    hundred sixty-four thousand nine hundred ten and 00/100


Dollars,
plus interest on the unpaid principal balance at the rate set forth below, and all other amounts required by this Note. Before
the funding of the Loan, the following conditions must be satisfied:


 


		A.	Lender
                                         has approved the request for the Loan.
	 	 	 
		B.	Lender
                                         has received approval from SBA to fund the Loan.



 


		2.	DEFINITIONS:



 


“Loan”
means the loan evidenced by this Note.


 


“Loan
Documents” means the documents related to this loan signed by Borrower.


 


“SBA”
means the Small Business Administration, an Agency of the United States of America.


 






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		3.	PAYMENT
                                         TERMS:



 


Borrower
must make all payments at the place Lender designates. The payment terms for this Note are:


 


Initial
Deferment Period (“Deferment Period”): No payments are due on this Loan for 6 months from the date of first disbursement
of this loan. Interest will continue to accrue during ‎the deferment period.


 


Loan
Forgiveness: Borrower may apply to Lender for forgiveness of the amount due on this loan in an amount equal to the sum of
the following costs incurred by Borrower during the 8-week period beginning on the date of first disbursement of this loan:


 


	 	A.	Payroll
    costs
		B.	Any
                                         payment of interest on a covered mortgage obligation (which shall not include any prepayment
                                         of or payment of principal on a covered mortgage obligation)
		C.	Any
                                         payment on a covered rent obligation
		D.	Any
                                         covered utility payment



 


The
amount of loan forgiveness shall be calculated (and may be reduced) in accordance with the ‎requirements of the Paycheck Protection
Program, including the provisions of Section 1106 of the ‎Coronavirus Aid, Relief, and Economic Security Act (CARES Act) (P.L.
116-136). Not more than 25% of ‎the amount forgiven can be attributable to non-payroll costs. ‎


 


In
the event that the Loan, or any portion thereof, is forgiven pursuant to the CARES Act, the amount so forgiven shall be applied
to principal and any interest accrued thereon. Forgiveness of the Loan is only available for principal that is used for the limited
purposes that qualify for forgiveness under SBA requirements, and to obtain forgiveness, Borrower must request it and must provide
documentation in accordance with the SBA requirements, and certify that the amounts Borrower is requesting to be forgiven qualify
under those requirements. Borrower is not relying on Lender for its understanding of the requirements for forgiveness such as
eligible expenditures, necessary records/documentation, or possible reductions due to changes in number of employees or compensation.
Rather, Borrower will consult the SBA’s program materials.


 


Maturity:
This Note will mature two years from the date of first disbursement of this Loan.


 


Repayment
Terms: The interest rate on this Note is one percent per year. The interest rate is fixed and will not be changed during the
life of the loan. Interest payable under this Note shall be calculated on the basis of a 365-day year for the actual days elapsed.


 


Commencing
on the first day of the next month after the expiration of the Deferment Period, and continuing on the first day of each month
thereafter until the Maturity Date, Borrower shall pay to Lender monthly payments of principal and interest, each in such equal
amount required to fully amortize the principal amount outstanding on the Loan on the last day of the Deferment Period by the
Maturity Date. If any payment is due on a day that is not a Business Day, the payment will be made on the next Business Day. The
term “Business Day” means a day other than a Saturday, Sunday or any other day on which national banking associations
are authorized to be closed.


 






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Lender
will apply each installment payment first to pay interest accrued to the day Lender received the payment, then to bring principal
current, then to pay any late fees, and will apply any remaining balance to reduce principal.


 


If
any payment under this Note is made more than ten days late, after the date such payment is due under this Note, Borrower shall
pay to Lender a fully-earned, non-refundable late fee of the lesser of 5% or the maximum amount, if any, allowed by applicable
law, of the portion of such payment that was not made when due.


 


Loan
Prepayment: Notwithstanding any provision in this Note to the contrary: Borrower may prepay this Note at any time without
penalty. Borrower may prepay 20 percent or less of the unpaid principal balance at any time without notice. ‎ If Borrower
prepays more than 20 percent and the Loan has been sold on the secondary market, ‎Borrower must: a. Give Lender written notice;
b. Pay all accrued interest; and c. If the prepayment is ‎received less than 21 days from the date Lender received the notice,
pay an amount equal to 21 days ‎interest from the date Lender received the notice, less any interest accrued during the 21
days and ‎paid under b. of this paragraph. If Borrower does not prepay within 30 days from the date Lender ‎received the
notice, Borrower must give Lender a new notice. ‎


 


NonRecourse:
Lender and SBA shall have no recourse against any individual shareholder, member or partner of Borrower for nonpayment of
the loan, except to the extent that such shareholder, member or partner uses the loan proceeds for an unauthorized purpose.


 


		4.	DEFAULT:



 


Borrower
is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower:


 


		A.	Fails
                                         to do anything required by this Note and other Loan Documents;



 


		B.	Defaults
                                         on any other loan with Lender;



 


		C.	Does
                                         not disclose, or anyone acting on their behalf does not disclose, any material fact to
                                         Lender or SBA;



 


		D.	Makes,
                                         or anyone acting on their behalf makes, a materially false or misleading representation
                                         to Lender or SBA, or Borrower makes a false certification under paragraph 10 of this
                                         Note;



 


		E.	Defaults
                                         on any loan or agreement with another creditor, if Lender believes that the default may
                                         then materially affect Borrower’s ability to pay this Note, as compared to the
                                         time when the loan is made;



 


		F.	Fails
                                         to pay any taxes when due;



 


		G.	Becomes
                                         the subject of a proceeding under any bankruptcy or insolvency law;



 






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		H.	Has
                                         a receiver or liquidator appointed for any part of their business or property;



 


		I.	Makes
                                         an assignment for the benefit of creditors;



 


		J.	Has
                                         any adverse change in financial condition or business operation that Lender believes
                                         may then materially affect Borrower’s ability to pay this Note‎, as compared
                                         to the time when the loan is made‎;



 


		K.	Reorganizes,
                                         merges, consolidates, or otherwise changes ownership or business structure without Lender’s
                                         prior written consent; or



 


		L.	Becomes
                                         the subject of a civil or criminal action that Lender believes may then materially affect
                                         Borrower’s ability to pay this Note‎, as compared to the time when the loan
                                         is made‎.



 


		5.	LENDER’S
                                         RIGHTS IF THERE IS A DEFAULT:



 


Without
notice or demand and without giving up any of its rights, Lender may:


 


		A.	Require
                                         immediate payment of all amounts owing under this Note;



 


		B.	Collect
                                         all amounts owing from any Borrower; and



 


		C.	File
                                         suit and obtain judgment.



 


		6.	LENDER’S
                                         GENERAL POWERS:



 


Without
notice and without Borrower’s consent, Lender may:


 


		A.	Incur
                                         expenses to collect amounts due under this Note, and enforce the terms of this Note or
                                         any other Loan Document. Among other things, the expenses may include payments for property
                                         taxes, prior liens, insurance, appraisals, environmental remediation costs, and reasonable
                                         attorney’s fees and costs. If Lender incurs such expenses, it may demand immediate
                                         repayment from Borrower;



 


		B.	Release
                                         anyone obligated to pay this Note; or



 


		C.	Take
                                         any action necessary to collect amounts owing on this Note.



 


		7.	CHOICE
                                         OF LAW, JURISDICTION AND VENUE:



 


When
SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may
use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By
using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to
this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA,
or preempt federal law.


 






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If
SBA is not the holder, this Note shall be governed by and construed in accordance with federal law and California state law with
respect to determining interest and otherwise the laws of the State of California without regard to its conflicts of law provisions.
This Note has been accepted by Lender in the State of California. Borrower agrees that, upon a request by Lender, any legal action
or proceeding with respect to any of its obligations under this Note may be brought by Lender in any state or federal court located
in the State of California, as Lender in its sole discretion may elect. Upon a request by Lender, Borrower submits to and accepts
in respect of its property, generally and unconditionally, the nonexclusive jurisdiction of those courts. Borrower waives any
claim that the State of California is not a convenient forum or the proper venue for any such suit, action or proceeding.


 


		8.	Borrower
                                         waives the right to trial by jury in ‎any proceeding or dispute of any kind relating
                                         in any way to any Loan or Loan Documents. If any action, litigation or proceeding relating
                                         to any Loan or Loan Documents is filed in a court sitting in or applying the laws of
                                         California, the court shall, and is hereby directed to, make a general reference pursuant
                                         to Cal. Civ. Proc. Code §638 to a referee (who shall be an active or retired judge)
                                         to hear and determine all issues in the case (whether fact or law) and to report a statement
                                         of decision. Nothing in this Section shall limit the right of Lender to exercise self-help
                                         remedies, such as setoff or to obtain provisional or ancillary remedies from a court
                                         of competent jurisdiction before, during or after any judicial reference. The exercise
                                         of a remedy does not waive the right of any party to require judicial reference.



 


		9.	SUCCESSORS
                                         AND ASSIGNS:



 


Under
this Note, Borrower includes its successors, and Lender includes its successors and assigns.


 


		10.	GENERAL
                                         PROVISIONS:



 


		A.	All
                                         individuals and entities signing this Note are jointly and severally liable.



 


		B.	Borrower
                                         waives all suretyship defenses.



 


		C.	Borrower
                                         must sign all documents necessary at any time to comply with the Loan Documents.



 


		D.	Lender
                                         may exercise any of its rights separately or together, as many times and in any order
                                         it chooses. Lender may delay or forgo enforcing any of its rights without giving up any
                                         of them.



 


		E.	Borrower
                                         may not use an oral statement of Lender or SBA to contradict or alter the written terms
                                         of this Note.



 


		F.	If
                                         any part of this Note is unenforceable, all other parts remain in effect.



 






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		G.	To
                                         the extent allowed by law, Borrower waives all demands and notices in connection with
                                         this Note, including presentment, demand, protest, and notice of dishonor.



 


		H.	Borrower’s
                                         liability under this Note will continue with respect to any amounts SBA may pay Lender
                                         based on an SBA guarantee of this Note. Any agreement with Lender under which SBA may
                                         guarantee this Note does not create any third party rights or benefits for Borrower and,
                                         if SBA pays Lender under such an agreement, SBA or Lender may then seek recovery from
                                         Borrower of amounts paid by SBA.



 


		I.	Lender
                                         reserves the right to modify the Loan Amount based on documentation received from Borrower.



 


		11.	STATE
                                         SPECIFIC PROVISIONS:



 


		A.	If
                                         any Borrower is a resident of Delaware: WARRANT OF ATTORNEY/CONFESSION OF JUDGMENT.
                                         In addition to any other remedies Lender may possess, Borrower knowingly, voluntarily
                                         and intentionally authorizes any attorney to appear on behalf of Borrower, from time
                                         to time, in any court of record possessing jurisdiction over this Note and to waive issuance
                                         and service of process and to confess judgment in favor of Lender against Borrower, for
                                         the unpaid principal, accrued interest, accrued charges, reasonable attorney fees and
                                         court costs and such other amounts due under this Note.
	 	 	 
		B.	If
                                         any Borrower is a resident of Iowa: IMPORTANT: READ BEFORE SIGNING. The terms of this
                                         agreement should be read carefully because only those terms in writing are enforceable.
                                         No other terms or oral promises not contained in this written contract may be legally
                                         enforced. You may change the terms of this agreement only be another written agreement.



 


		C.	If
                                         any Borrower is a resident of Maryland: WARRANT OF ATTORNEY/CONFESSION OF JUDGMENT.
                                         Borrower authorizes an attorney to appear in a court of record and confess judgment,
                                         without process, against Borrower in favor of Lender for all indebtedness owed in connection
                                         with the loan, including but not limited to service charges, other charges and reasonable
                                         attorney’s fees.



 


		D.	If
                                         any Borrower is a resident of Missouri: Oral or unexecuted agreements or commitments
                                         to loan money, extend credit or to forbear from enforcing repayment of a debt including
                                         promises to extend or renew such debt are not enforceable, regardless of the legal theory
                                         upon which it is based that is in any way related to the credit agreement. To protect
                                         you (Borrowers(s)) and us (Creditor) from misunderstanding or disappointment, any agreements
                                         we reach covering such matters are contained in this writing, which is the complete and
                                         exclusive statement of the agreement between us, except as we may later agree in writing
                                         to modify it.



 






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		E.	If
                                         any Borrower is a resident of Ohio: WARRANT OF ATTORNEY/CONFESSION OF JUDGMENT. In
                                         addition to any other remedies Lender may possess, Borrower knowingly, voluntarily and
                                         intentionally authorizes any attorney to appear on behalf of Borrower from time to time,
                                         in any court of record possessing jurisdiction over this Note and to waive issuance and
                                         service of process and to confess judgment in favor of Lender against Borrower, for the
                                         unpaid principal, accrued interest, accrued charges, reasonable attorney fees and court
                                         costs and such other amount due under this Note.

                                         WARNING: BY SIGNING THIS PAPER, YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF
                                         YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR
                                         KNOWLEDGE AND THE POWERS OF THE COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY
                                         CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE
                                         ON HIS PART TO COMPLY WITH THE AGREEMENT OR ANY OTHER CAUSE.



 


		F.	If
                                         any Borrower is a resident of Oregon: UNDER OREGON LAW, MOST AGREEMENTS, PROMISES
                                         AND COMMITMENTS MADE BY [BENEFICIARY]/US CONCERNING LOANS AND OTHER CREDIT EXTENSIONS
                                         WHICH ARE NOT FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY GRANTOR’S/BORROWER’S
                                         RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY [AN AUTHORIZED REPRESENTATIVE
                                         OF BENEFICIARY]/US TO BE ENFORCEABLE.



 


		G.	If
                                         any Borrower is a resident of Pennsylvania: WARRANT OF ATTORNEY/CONFESSION OF JUDGMENT.
                                         Borrower irrevocably authorizes and empowers the prothonotary, any attorney or any clerk
                                         of any court of record, upon default, to appear for and confess judgment against Borrower
                                         for such sums as are due and/or may become due under this Note including costs of suit,
                                         without stay of execution, and for attorney’s fees and costs as set forth in this
                                         Note and knowingly, voluntarily and intentionally waives any and all rights Borrower
                                         may have to notice and hearing under the state and federal laws prior to entry of judgment.
                                         To the extent permitted by law, Borrower releases all errors in such proceedings. If
                                         a copy of this Note, verified by or on behalf of the holder, shall have been filed in
                                         such action, it shall not be necessary to file the original Note as a warrant of attorney.
                                         The authority and power to appear for and confess judgment against Borrower shall not
                                         be exhausted by the initial exercise thereof and may be exercised as often as the holder
                                         shall find it necessary and desirable and this Note shall be a sufficient warrant for
                                         such authority and power.



 






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		H.	If
                                         any Borrower is a resident of Utah: This is a final expression of the agreement between
                                         the creditor and debtor and the written agreement may not be contradicted by evidence
                                         of any alleged oral agreement.



 


		I.	If
                                         any Borrower is a resident of Virginia: IMPORTANT NOTICE: THIS INSTRUMENT CONTAINS
                                         A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU
                                         MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT
                                         ANY FURTHER NOTICE.

                                         WARRANT OF ATTORNEY/CONFESSION OF JUDGMENT. In addition to any other remedies Lender
                                         may possess, Borrower knowingly, voluntarily and intentionally authorizes to appear on
                                         behalf of Borrower, from time to time, in the District Court of Alexandria, Virginia
                                         and to waive issuance and service of process and to confess judgment in favor of Lender
                                         against Borrower, for the unpaid principal, accrued interest, accrued charges, reasonable
                                         attorney fees and court costs and such other amount due under this Note.



 


		J.	If
                                         any Borrower is a resident of Washington: Oral agreements or oral commitments to loan
                                         money, extend credit, or to forbear from enforcing repayment of a debt are not enforceable
                                         under Washington law.



 


		12.	BORROWER
                                         CERTIFICATIONS:



 


Borrower
certifies as follows:


 


		A.	Current
                                         economic uncertainty makes this Loan necessary to support the ongoing operations of Borrower.



 


		B.	Loan
                                         funds will be used only to retain workers and to maintain payroll or make mortgage payments,
                                         lease payments, and utility payments.



 


		C.	Unless
                                         as otherwise permitted under applicable law including as permitted under the CARES Act,
                                         the Paycheck Protection Program, or any subsequent amendment to these programs, during
                                         the period beginning on February 15, 2020 and ending on December 31, 2020, Borrower has
                                         not applied for, and has not and will not receive another loan under this program.



 


		D.	Borrower
                                         was in operation on February 15, 2020 and had employees for whom it paid salaries and
                                         payroll taxes.



 






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		13.	ADDITIONAL
                                         BORROWER AGREEMENTS:



 


Borrower
understands and agrees, and waives and releases Lender, as follows:


 


		A.	The
                                         Loan would be made under the SBA’s Paycheck Protection Program. Accordingly, it
                                         must be submitted to and approved by the SBA. There is limited funding available under
                                         the Paycheck Protection Program and so all applications submitted will not be approved
                                         by the SBA. The Loan also remains subject to the SBA issuing an SBA loan number.



 


		B.	Lender
                                         does not represent or guarantee that it will submit the application before SBA funding
                                         is no longer available or at all.



 


You
agree that Lender is not responsible or liable to you (i) if the application is not submitted to the SBA until after SBA stops
approving applications, for any reason or (ii) if the application is not processed. You forever release and waive any claims against
Lender concerning failure to obtain the Loan. This release and waiver applies to but is not limited to any claims concerning Lender’s
(i) pace, manner or systems for processing or prioritizing applications, or (ii) representations by Lender regarding the application
process, the Paycheck Protection Program, or availability of funding.


 


This
agreed-to release and waiver supersedes any prior communications, understandings, agreements or communications on the issues set
forth herein.


 


		14.	BORROWER’S
                                         NAME(S) AND SIGNATURE(S):



 


By
signing below, each individual or entity becomes obligated under this Note as Borrower.


 


IN
WITNESS WHEREOF, the undersigned have caused this Note to be executed under seal to be effective on the day and year first written
above.


 


MusclePharm
Corporation


 


	By:	/s/
    Ryan Drexler	 
	Name:	Ryan
    Drexler 	 
	Title:	Chief
    Executive Officer 	 




 






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