Exhibit 10.3


 


BUSINESS LOAN AGREEMENT


 


	Principal	Loan Date	Maturity	Loan No	Call / Coll	Account	Officer	Initials
	$3,249,500.74	09-30-2015	09-30-2018	8197231	1E / 59	 	***	 


 


References in the boxes above
are for Lender's use only and do not limit the applicability of this document to any particular loan or item.


 


Any item above containing "***"
has been omitted due to text length limitations.


 


	Borrower:	
        RELIV' INTERNATIONAL, INC.;
        RELIV', INC.; RELIV' WORLD CORPORATION; and SL Technology, Inc.

        136 Chesterfield Industrial
        Boulevard

        Chesterfield, MO 63005
	Lender:	
        Enterprise Bank & Trust

        St. Peters

        300 St. Peters Centre Boulevard

        St. Peters, MO 63376



 


THIS BUSINESS LOAN AGREEMENT dated September
30, 2015, is made and executed between RELIV' INTERNATIONAL, INC.; RELIV', INC.; RELIV' WORLD CORPORATION; and SL Technology, Inc.
("Borrower") and Enterprise Bank & Trust ("Lender") on the following terms and conditions. Borrower has
received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations,
including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that:
(A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements
as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to
Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.


 


TERM. This Agreement shall be effective
as of September 30, 2015, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender
have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until such
time as the parties may agree in writing to terminate this Agreement.


 


CONDITIONS PRECEDENT TO EACH ADVANCE.
Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment
to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents.


 


Loan Documents. Borrower
shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security
interests in the Collateral; (3) financing statements and all other documents perfecting Lender's Security Interests; (4) evidence
of insurance as required below; (5) together with all such Related Documents as Lender may require for the Loan; all in form and
substance satisfactory to Lender and Lender's counsel.


 


Borrower's Authorization.
Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the
execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other
resolutions, authorizations, documents and instruments as Lender or its counsel, may require.


 


Payment of Fees and Expenses.
Borrower shall have paid to Lender all fees, charges, and other expenses which are then due and payable as specified in this Agreement
or any Related Document.


 


Representations and Warranties.
The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered
to Lender under this Agreement are true and correct.


 


No Event of Default.
There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or
under any Related Document.


 


MULTIPLE BORROWERS. This Agreement
has been executed by multiple obligors who are referred to in this Agreement individually, collectively and interchangeably as
"Borrower." Unless specifically stated to the contrary, the word "Borrower" as used in this Agreement, including
without limitation all representations, warranties and covenants, shall include all Borrowers. Borrower understands and agrees
that, with or without notice to any one Borrower, Lender may (A) make one or more additional secured or unsecured loans or otherwise
extend additional credit with respect to any other Borrower; (B) with respect to any other Borrower alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or other terms of any indebtedness, including increases
and decreases of the rate of interest on the indebtedness; (C) exchange, enforce, waive, subordinate, fail or decide not to perfect,
and release any security, with or without the substitution of new collateral; (D) release, substitute, agree not to sue, or deal
with any one or more of Borrower's or any other Borrower's sureties, endorsers, or other guarantors on any terms or in any manner
Lender may choose; (E) determine how, when and what application of payments and credits shall be made on any indebtedness; (F)
apply such security and direct the order or manner of sale of any Collateral, including without limitation, any non-judicial sale
permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) sell,
transfer, assign or grant participations in all or any part of the Loan; (H) exercise or refrain from exercising any rights against
Borrower or others, or otherwise act or refrain from acting; (I) settle or compromise any indebtedness; and (J) subordinate the
payment of all or any part of any of Borrower's indebtedness to Lender to the payment of any liabilities which may be due Lender
or others.


 


REPRESENTATIONS AND WARRANTIES.
Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds,
as of the date of any renewal, extension or modification of any Loan, and at all times any Indebtedness exists:


 


Organization. RELIV'
INTERNATIONAL, INC. is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good
standing under and by virtue of the laws of the State of Delaware. RELIV' INTERNATIONAL, INC. is duly authorized to transact business
in the State of Missouri and all other states in which RELIV' INTERNATIONAL, INC. is doing business, having obtained all necessary
filings, governmental licenses and approvals for each state in which RELIV' INTERNATIONAL, INC. is doing business. Specifically,
RELIV' INTERNATIONAL, INC. is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure
to so qualify would have a material adverse effect on its business or financial condition. RELIV' INTERNATIONAL, INC. has the full
power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to
engage. RELIV' INTERNATIONAL, INC. maintains an office at 136 Chesterfield Industrial Boulevard, Chesterfield, MO 63005. Unless
RELIV' INTERNATIONAL, INC. has designated otherwise in writing, the principal office is the office at which RELIV' INTERNATIONAL,
INC. keeps its books and records including its records concerning the Collateral. RELIV' INTERNATIONAL, INC. will notify Lender
prior to any change in the location of RELIV' INTERNATIONAL, INC.'s state of organization or any change in RELIV' INTERNATIONAL,
INC.'s name. RELIV' INTERNATIONAL, INC. shall do all things necessary to preserve and to keep in full force and effect its existence,
rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental
or quasi-governmental authority or court applicable to RELIV' INTERNATIONAL, INC. and RELIV' INTERNATIONAL, INC.'s business activities.


 




     


     


    

  


RELIV', INC. is a corporation
for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the
laws of the State of Illinois. RELIV', INC. is duly authorized to transact business in the State of Missouri and all other states
in which RELIV', INC. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state
in which RELIV', INC. is doing business. Specifically, RELIV', INC. is, and at all times shall be, duly qualified as a foreign
corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial
condition. RELIV', INC. has the full power and authority to own its properties and to transact the business in which it is presently
engaged or presently proposes to engage. RELIV', INC. maintains an office at 136 Chesterfield Industrial Boulevard, Chesterfield,
MO 63005. Unless RELIV', INC. has designated otherwise in writing, the principal office is the office at which RELIV', INC. keeps
its books and records including its records concerning the Collateral. RELIV', INC. will notify Lender prior to any change in the
location of RELIV', INC.'s state of organization or any change in RELIV', INC.'s name. RELIV', INC. shall do all things necessary
to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules,
ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to RELIV', INC.
and RELIV', INC.'s business activities.


 


RELIV' WORLD CORPORATION is
a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and
by virtue of the laws of the State of Illinois. RELIV' WORLD CORPORATION is duly authorized to transact business in the State of
Missouri and all other states in which RELIV' WORLD CORPORATION is doing business, having obtained all necessary filings, governmental
licenses and approvals for each state in which RELIV' WORLD CORPORATION is doing business. Specifically, RELIV' WORLD CORPORATION
is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have
a material adverse effect on its business or financial condition. RELIV' WORLD CORPORATION has the full power and authority to
own its properties and to transact the business in which it is presently engaged or presently proposes to engage. RELIV' WORLD
CORPORATION maintains an office at 136 Chesterfield Industrial Boulevard, Chesterfield, MO 63005. Unless RELIV' WORLD CORPORATION
has designated otherwise in writing, the principal office is the office at which RELIV' WORLD CORPORATION keeps its books and records
including its records concerning the Collateral. RELIV' WORLD CORPORATION will notify Lender prior to any change in the location
of RELIV' WORLD CORPORATION's state of organization or any change in RELIV' WORLD CORPORATION's name. RELIV' WORLD CORPORATION
shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall
comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority
or court applicable to RELIV' WORLD CORPORATION and RELIV' WORLD CORPORATION's business activities.


 


SL Technology, Inc. is a corporation
for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the
laws of the State of Missouri. SL Technology, Inc. is duly authorized to transact business in all other states in which SL Technology,
Inc. is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which SL Technology,
Inc. is doing business. Specifically, SL Technology, Inc. is, and at all times shall be, duly qualified as a foreign corporation
in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. SL
Technology, Inc. has the full power and authority to own its properties and to transact the business in which it is presently engaged
or presently proposes to engage. SL Technology, Inc. maintains an office at 136 Chesterfield Industrial Boulevard, Chesterfield,
MO 63005. Unless SL Technology, Inc. has designated otherwise in writing, the principal office is the office at which SL Technology,
Inc. keeps its books and records including its records concerning the Collateral. SL Technology, Inc. will notify Lender prior
to any change in the location of SL Technology, Inc.'s state of organization or any change in SL Technology, Inc.'s name. SL Technology,
Inc. shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall
comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority
or court applicable to SL Technology, Inc. and SL Technology, Inc.'s business activities.


 


Assumed Business Names.
Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower.
Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business:
None.


 


Authorization. Borrower's
execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary
action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision of (a) Borrower's
articles of incorporation or organization, or bylaws, or (b) any agreement or other instrument binding upon Borrower or (2) any
law, governmental regulation, court decree, or order applicable to Borrower or to Borrower's properties.


 


Financial Information.
Each of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's financial condition as of
the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date
of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed
in such financial statements.


 


Legal Effect. This Agreement
constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute legal,
valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.


 


Properties. Except as
contemplated by this Agreement or as previously disclosed in Borrower's financial statements or in writing to Lender and as accepted
by Lender, and except for property tax liens for taxes not presently due and payable, Borrower owns and has good title to all of
Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements
relating to such properties. All of Borrower's properties are titled in Borrower's legal name, and Borrower has not used or filed
a financing statement under any other name for at least the last five (5) years.


 




     


     


    

  


Hazardous Substances.
Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of Borrower's
ownership of the Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened
release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge
of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture,
storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral
by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by
any person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of
the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or
from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local
laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and its agents
to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral
with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes
only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person.
The representations and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for hazardous
waste and Hazardous Substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution
in the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify, defend, and hold
harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or
indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation,
manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the Collateral. The provisions
of this section of the Agreement, including the obligation to indemnify and defend, shall survive the payment of the Indebtedness
and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender's acquisition of any interest
in any of the Collateral, whether by foreclosure or otherwise.


 


Litigation and Claims.
No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower
is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition
or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in
writing.


 


Taxes. To the best of
Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be filed, have been filed, and all
taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower
in good faith in the ordinary course of business and for which adequate reserves have been provided.


 


Lien Priority. Unless
otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted
the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment
of Borrower's Loan and Note, that would be prior or that may in any way be superior to Lender's Security Interests and rights in
and to such Collateral.


 


Binding Effect. This
Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well
as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms.


 


AFFIRMATIVE COVENANTS. Borrower
covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will:


 


Notices of Claims and Litigation.
Promptly inform Lender in writing of (1) all material adverse changes in Borrower's financial condition, and (2) all existing and
all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor
which could materially affect the financial condition of Borrower or the financial condition of any Guarantor.


 


Financial Records. Maintain
its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower's
books and records at all reasonable times.


 


Financial Statements.
Furnish Lender with the following:


 


Annual Statements. As
soon as available, but in no event later than ninety (90) days after the end of each fiscal year, Borrower's balance sheet and
income statement for the year ended, audited by a certified public accountant satisfactory to Lender.


 


Interim Statements. As
soon as available, but in no event later than forty-five (45) days after the end of each fiscal quarter, Borrower's balance sheet
and profit and loss statement for the period ended, prepared by Borrower.


 


All financial reports required to be provided
under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being
true and correct.


 


Additional Information. Furnish
such additional information and statements, as Lender may request from time to time.


 


Financial Covenants and Ratios.
Comply with the following covenants and ratios:


 


Tangible Net Worth Requirements.
Other Net Worth requirements are as follows:


 


Borrower shall maintain a Minimum
Tangible Net Worth plus Subordinated Debt of not less than $9,500,000.00. This covenant will be measured quarterly commencing with
the fiscal quarter ending December 31, 2015.


 


Tangible Net Worth
means the book value of the Borrower’s total assets, excluding from such assets all Intangibles, less total
liabilities.


 


Intangibles means and
includes general intangibles (as that term is defined in the Uniform Commercial Code); accounts receivable and advances due from
officers, directors, employees, stockholders and affiliates; licenses; good will; prepaid expenses; escrow deposits; covenants
not to compete; the excess of cost over book value of acquired assets; franchise fees; organizational costs; finance reserves held
for recourse obligations; capitalized research and development costs; the capitalized cost of patents, trademarks, service marks
and copyrights net of amortization; and such other similar items as EB&T may from time to time determine in the banks sole
discretion.


 


Subordinated Debt means
any and all of Borrower's Debt that is specifically (through a written agreement) subordinated to the payment of Borrower’s
liabilities to EB&T by an agreement in form and substance satisfactory to the bank.


 


Additional Requirements.


 


Compliance Certificates. Unless
waived in writing by Lender, provide Lender within forty-five (45) days after the end of each fiscal quarter, with a certificate
executed by Borrower's chief financial officer, or other officer or person acceptable to Lender, certifying that the representations
and warranties set forth in this Agreement are true and correct as of the date of the certificate and further certifying that,
as of the date of certificate, no Event of Default exists under this Agreement.


 


Except as provided above, all
computations made to determine compliance with the requirements contained in this paragraph shall be made in accordance with generally
accepted accounting principles, applied on a consistent basis, and certified by Borrower as being true and correct.


 




     


     


    

  


Insurance. Maintain fire
and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to Borrower's
properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request
of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including
stipulations that coverages will not be cancelled or diminished without at least thirty (30) days prior written notice to Lender.
Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any
way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender
holds or is offered a security interest for the Loans, Borrower will provide Lender with such lender's loss payable or other endorsements
as Lender may require.


 


Insurance Reports. Furnish
to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably
request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the
policy; (4) the properties insured; (5) the then current property values on the basis of which insurance has been obtained, and
the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however
not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the
actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower.


 


Other Agreements. Comply
with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party
and notify Lender immediately in writing of any default in connection with any other such agreements.


 


Loan Proceeds. Use all
Loan proceeds solely for Borrower's business operations, unless specifically consented to the contrary by Lender in writing.


 


Taxes, Charges and Liens.
Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental
charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the
date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower's
properties, income, or profits. Provided however, Borrower will not be required to pay and discharge any such assessment, tax,
charge, levy, lien or claim so long as (1) the legality of the same shall be contested in good faith by appropriate proceedings,
and (2) Borrower shall have established on Borrower's books adequate reserves with respect to such contested assessment, tax, charge,
levy, lien, or claim in accordance with GAAP.


 


Performance. Perform
and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents,
and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of
any default in connection with any agreement.


 


Operations. Maintain
executive and management personnel with substantially the same qualifications and experience as the present executive and management
personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in
a reasonable and prudent manner.


 


Environmental Studies.
Promptly conduct and complete, at Borrower's expense, all such investigations, studies, samplings and testings as may be requested
by Lender or any governmental authority relative to any substance, or any waste or by-product of any substance defined as toxic
or a hazardous substance under applicable federal, state, or local law, rule, regulation, order or directive, at or affecting any
property or any facility owned, leased or used by Borrower.


 


Compliance with Governmental
Requirements. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities
applicable to the conduct of Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including
without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation
and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing
prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Collateral are not jeopardized. Lender may
require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest.


 


Inspection. Permit employees
or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties
and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts,
and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records
and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of
Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with
copies of any records it may request, all at Borrower's expense.


 


Environmental Compliance
and Reports. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a
result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property
owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental
activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental
authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice,
summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any
intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not
there is damage to the environment and/or other natural resources.


 


Additional Assurances.
Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing
statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure
the Loans and to perfect all Security Interests.


 


LENDER'S EXPENDITURES. If any action
or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Borrower fails to comply with
any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when
due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf
may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or
paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and
paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for
such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of
repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender's option, will


 


(A) be payable on demand; (B) be added
to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1)
the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which
will be due and payable at the Note's maturity.


 




     


     


    

  


NEGATIVE COVENANTS. Borrower covenants
and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender:


 


Indebtedness and Liens.
(1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement,
create, incur or assume indebtedness for borrowed money, including capital leases, (2) sell, transfer, mortgage, assign, pledge,
lease, grant a security interest in, or encumber any of Borrower's assets (except as allowed as Permitted Liens), or (3) sell with
recourse any of Borrower's accounts, except to Lender.


 


Continuity of Operations.
(1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations,
liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral
out of the ordinary course of business, or (3) pay any dividends on Borrower's stock (other than dividends payable in its stock),
provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or
would result from the payment of dividends, if Borrower is a "Subchapter S Corporation" (as defined in the Internal Revenue
Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary
to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal
and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of
shares of Borrower's stock, or purchase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure.


 


Loans, Acquisitions and Guaranties.
(1) Loan, invest in or advance money or assets to any other person, enterprise or entity, (2) purchase, create or acquire any interest
in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of business.


 


Agreements. Enter into
any agreement containing any provisions which would be violated or breached by the performance of Borrower's obligations under
this Agreement or in connection herewith.


 


CESSATION OF ADVANCES. If Lender
has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have
no obligation to make Loan Advances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in default under the terms
of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (B) Borrower
or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged
a bankrupt; (C) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor,
or in the value of any Collateral securing any Loan; or (D) any Guarantor seeks, claims or otherwise attempts to limit, modify
or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in good faith deems itself insecure,
even though no Event of Default shall have occurred.


 


RIGHT OF SETOFF. To the extent permitted
by applicable law, Lender reserves a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some
other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. Borrower
authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any
and all such accounts, and, at Lender's option, to administratively freeze all such accounts to allow Lender to protect Lender's
charge and setoff rights provided in this paragraph.


 


DEFAULT. Each of the following shall
constitute an Event of Default under this Agreement:


 


Payment Default. Borrower
fails to make any payment when due under the Loan.


 


Other Defaults. Borrower
fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the
Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement
between Lender and Borrower.


 


False Statements. Any
warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement or the
Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false
or misleading at any time thereafter.


 


Insolvency. The dissolution
or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part
of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding
under any bankruptcy or insolvency laws by or against Borrower.


 


Defective Collateralization.
This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document
to create a valid and perfected security interest or lien) at any time and for any reason.


 


Creditor or Forfeiture Proceedings.
Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method,
by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes a garnishment
of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there
is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture
proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies
or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being
an adequate reserve or bond for the dispute.


 


Events Affecting Guarantor.
Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent,
or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness.


 


Change in Ownership.
Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.


 


Adverse Change. A material
adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Loan
is impaired.


 


Insecurity. Lender in
good faith believes itself insecure.


 




     


     


    

  


EFFECT OF AN EVENT OF DEFAULT. If
any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and
obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including
any obligation to make further Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become
due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described
in the "Insolvency" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall
have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may
be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently.
Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or
to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender's right to declare a default and
to exercise its rights and remedies.


 


MISCELLANEOUS PROVISIONS. The following
miscellaneous provisions are a part of this Agreement:


 


Amendments. This Agreement,
together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth
in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the
party or parties sought to be charged or bound by the alteration or amendment.


 


Attorneys' Fees; Expenses.
Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's attorneys' fees and Lender's legal expenses,
incurred in connection with the enforcement of this Agreement. Lender may hire or pay someone else to help enforce this Agreement,
and Borrower shall pay the costs and expenses of such enforcement. Costs and expenses include Lender's attorneys' fees and legal
expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including
efforts to modify or vacate any automatic stay or injunction), and appeals. Borrower also shall pay all court costs and such additional
fees as may be directed by the court.


 


Caption Headings. Caption
headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this
Agreement.


 


Consent to Loan Participation.
Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests in the
Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever,
to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any
other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters.
Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of
such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as
the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements
governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have
now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender
or such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or insolvency of any holder of any
interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests
irrespective of any personal claims or defenses that Borrower may have against Lender.


 


Governing Law. This Agreement
will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of
Missouri without regard to its conflicts of law provisions. This Agreement has been accepted by Lender in the State of Missouri.


 


Joint and Several Liability.
All obligations of Borrower under this Agreement shall be joint and several, and all references to Borrower shall mean each and
every Borrower. This means that each Borrower signing below is responsible for all obligations in this Agreement. Where any one
or more of the parties is a corporation, partnership, limited liability company or similar entity, it is not necessary for Lender
to inquire into the powers of any of the officers, directors, partners, members, or other agents acting or purporting to act on
the entity's behalf, and any obligations made or created in reliance upon the professed exercise of such powers shall be guaranteed
under this Agreement.


 


No Waiver by Lender.
Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by
Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other
right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise
to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course
of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights
or of any of Borrower's or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required
under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent
instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender.


 


Notices. Any notice required
to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received
by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed,
when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses
shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal
written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes,
Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise provided or required by law,
if there is more than one Borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers.


 


Severability. If a court
of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any person or circumstance,
that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other person or circumstance.
If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending
provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality,
invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of
any other provision of this Agreement.


 


Subsidiaries and Affiliates
of Borrower. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation
any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's
subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to
require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates.


 




     


     


    

  


Successors and Assigns.
All covenants and agreements by or on behalf of Borrower contained in this Agreement or any Related Documents shall bind Borrower's
successors and assigns and shall inure to the benefit of Lender and its successors and assigns. Borrower shall not, however, have
the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lender.


 


Survival of Representations
and Warranties. Borrower understands and agrees that in making the Loan, Lender is relying on all representations, warranties,
and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under
this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such
representations, warranties and covenants will survive the making of the Loan and delivery to Lender of the Related Documents,
shall be continuing in nature, and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid
in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur.


 


Time is of the Essence.
Time is of the essence in the performance of this Agreement.


 


DEFINITIONS. The following capitalized
words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all
references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular
shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise
defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and
terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting
principles as in effect on the date of this Agreement:


 


Advance. The word "Advance"
means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf on a line of credit or multiple advance
basis under the terms and conditions of this Agreement.


 


Agreement. The word "Agreement"
means this Business Loan Agreement, as this Business Loan Agreement may be amended or modified from time to time, together with
all exhibits and schedules attached to this Business Loan Agreement from time to time.


 


Borrower. The word "Borrower"
means RELIV' INTERNATIONAL, INC.; RELIV', INC.; RELIV' WORLD CORPORATION; and SL Technology, Inc. and includes all co-signers and
co-makers signing the Note and all their successors and assigns.


 


Collateral. The word
"Collateral" means all property and assets granted as collateral security for a Loan, whether real or personal property,
whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest,
mortgage, collateral mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel
trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or
consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract,
or otherwise.


 


Environmental Laws. The
words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to
the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization
Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq.,
the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules,
or regulations adopted pursuant thereto.


 


Event of Default. The
words "Event of Default" mean any of the events of default set forth in this Agreement in the default section of this
Agreement.


 


GAAP. The word "GAAP"
means generally accepted accounting principles.


 


Grantor. The word "Grantor"
means each and all of the persons or entities granting a Security Interest in any Collateral for the Loan, including without limitation
all Borrowers granting such a Security Interest.


 


Guarantor. The word "Guarantor"
means any guarantor, surety, or accommodation party of any or all of the Loan.


 


Guaranty. The word "Guaranty"
means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note.


 


Hazardous Substances.
The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical
or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly
used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances"
are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste
as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation,
petroleum and petroleum by-products or any fraction thereof and asbestos.


 


Indebtedness. The word
"Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest
together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any
of the Related Documents.


 


Lender. The word "Lender"
means Enterprise Bank & Trust, its successors and assigns.


 


Loan. The word "Loan"
means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and however evidenced,
including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule
attached to this Agreement from time to time.


 


Note. The word "Note"
means the Note dated September 30, 2015 and executed by RELIV' INTERNATIONAL, INC.; RELIV', INC.; RELIV' WORLD CORPORATION; and
SL Technology, Inc. in the principal amount of $3,249,500.74, together with all renewals of, extensions of, modifications of, refinancings
of, consolidations of, and substitutions for the note or credit agreement.


 


Permitted Liens. The
words "Permitted Liens" mean (1) liens and security interests securing Indebtedness owed by Borrower to Lender; (2) liens
for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics,
warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not
yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower
in the ordinary course of business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred
under the paragraph of this Agreement titled "Indebtedness and Liens"; (5) liens and security interests which, as of
the date of this Agreement, have been disclosed to and approved by the Lender in writing; and (6) those liens and security interests
which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower's assets.


 




     


     


    

  


Related Documents. The
words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties,
security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and
documents, whether now or hereafter existing, executed in connection with the Loan.


 


Security Agreement. The
words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings
or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security
Interest.


 


Security Interest. The
words "Security Interest" mean, without limitation, any and all types of collateral security, present and future, whether
in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage,
collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention
contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created
by law, contract, or otherwise.


 


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 (BORROWER(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.


 


WAIVE JURY. All parties to this Agreement
hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party.


 


BORROWER ACKNOWLEDGES HAVING READ ALL
THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS DATED SEPTEMBER
30, 2015.


 


BORROWER:


 


RELIV' INTERNATIONAL, INC.


 





	By: 	/s/ Ryan A. Montgomery	 	By:	/s/ Steven D. Albright
	Ryan A. Montgomery, President of RELIV' INTERNATIONAL, INC.	 	Steven D. Albright, Chief Financal Officer of RELIV' INTERNATIONAL, INC.
	 	 	 
	RELIV', INC.	 	 
	 	 	 
	By:	/s/ Ryan A. Montgomery	 	By:	/s/ Steven D. Albright
	Ryan A. Montgomery, President of RELIV', INC.	 	Steven D. Albright, Chief Financial Officer of RELIV', INC.
	 	 	 
	By:	/s/ Brett M. Hastings	 	 
	Brett Hastings, Chief Operating Officer of RELIV', INC.	 	 
	 	 	 
	RELIV' WORLD CORPORATION	 	 
	 	 	 
	By:	/s/ Ryan A. Montgomery	 	By:	/s/ Steven D. Albright
	Ryan A. Montgomery, President of RELIV' WORLD CORPORATION	 	Steven D. Albright, Chief Financial Officer of RELIV' WORLD CORPORATION
	 	 	 
	SL TECHNOLOGY, INC.	 	 
	 	 	 
	By:	/s/ Steven D. Albright	 	By:	/s/ Brett M. Hastings
	Steven D. Albright, Treasurer of SL Technology, Inc.	 	Brett Hastings, Secretary of SL Technology, Inc.
	 	 	 
	LENDER:	 	 
	 	 	 
	ENTERPRISE BANK & TRUST	 	 







 


	By: 	 	 	 
	 	Authorized Officer