Exhibit 10.1


 


PROMISSORY NOTE


 


	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



 


	Principal Amount:  $3,249,500.74	Date of Note:  September 30, 2015


 


PROMISE TO PAY. RELIV' INTERNATIONAL,
INC.; RELIV', INC.; RELIV' WORLD CORPORATION; and SL Technology, Inc. ("Borrower") jointly and severally promise to pay
to Enterprise Bank & Trust ("Lender"), or order, in lawful money of the United States of America, the principal amount
of Three Million Two Hundred Forty-nine Thousand Five Hundred & 74/100 Dollars ($3,249,500.74), together with interest on the
unpaid principal balance from September 30, 2015, until paid in full.


 


PAYMENT. Subject to any payment
changes resulting from changes in the Index, Borrower will pay this loan in 35 principal payments of $27,080.00 each and one final
principal and interest payment of $2,306,558.67. Borrower's first principal payment is due October 30, 2015, and all subsequent
principal payments are due on the same day of each month after that. In addition, Borrower will pay regular monthly payments of
all accrued unpaid interest due as of each payment date, beginning October 30, 2015, with all subsequent interest payments to be
due on the same day of each month after that. Borrower's final payment due September 30, 2018, will be for all principal and all
accrued interest not yet paid. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued
unpaid interest; then to principal; then to any late charges; and then to any unpaid collection costs.


 


VARIABLE INTEREST RATE.
The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the rate
per annum equal to the ICE London Interbank Offered Rate in United States dollars for a thirty (30) day period as it appears in
the Wall Street Journal, Money Rates Section, adjusted for any reserve requirement and any subsequent costs arising from a change
in government regulation. The initial LIBOR Rate applicable hereunder shall be the LIBOR Rate in effect on the first Business Day
of the calendar month in which this Note is dated. The LIBOR Rate shall be adjusted on that date which is thirty (30) days following
the date of this Note, and again subsequently adjusted on every thirty (30) day anniversary period occurring thereafter until all
indebtedness owing under the Note is paid in full, using the LIBOR Rate in effect on the first Business Day of the calendar month
in which each LIBOR Rate adjustment occurs. As used herein "Wall Street Journal Money Rates Section" means the display
page currently so designated on the Wall Street Journal Money Rates Section (or such other page or such other service as may replace
Wall Street Journal Money Rates Section). Notwithstanding the foregoing, in no event shall the LIBOR Rate be deemed to be less
than zero. As used herein "Business Day" shall mean any day other than a Saturday, Sunday or a legal holiday in which
banks are authorized or required to be closed for the conduct of commercial banking business in St. Louis, Missouri. Lender’s
internal records of applicable interest rates shall be determinative in the absence of manifest error. The independent index described
herein is sometimes referred to as the index (the "Index"). The Index is not necessarily the lowest rate charged by Lender
on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying
Borrower. Lender will tell Borrower the current Index rate upon Borrower's request. The interest rate change will not occur more
often than each month. Borrower understands that Lender may make loans based on other rates as well. The Index currently is
0.201% per annum. Interest on the unpaid principal balance of this Note will be calculated as described in the "INTEREST
CALCULATION METHOD" paragraph using a rate of 2.250 percentage points over the Index, resulting in an initial rate of 2.451%.
NOTICE: Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law.


 


INTEREST CALCULATION METHOD.
Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding.
All interest payable under this Note is computed using this method. This calculation method results in a higher effective interest
rate than the numeric interest rate stated in this Note.


 


RECEIPT OF PAYMENTS.
All payments must be made in U.S. dollars and must be received by Lender at:


 


Enterprise Bank & Trust 


1281 North Warson Road 


St. Louis, MO 63132.


 


All payments must be received
by Lender consistent with any written payment instructions provided by Lender. If a payment is made consistent with Lender's payment
instructions but received after 4:00 pm Central Time on a business day, Lender will credit Borrower's payment on the next business
day.


 


PREPAYMENT. Borrower
agrees that all loan fees and other prepaid finance charges are earned fully as of the date of the loan and will not be subject
to refund upon early payment (whether voluntary or as a result of default), except as otherwise required by law. Except for the
foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not,
unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments under the payment
schedule. Rather, early payments will reduce the principal balance due and may result in Borrower's making fewer payments. Borrower
agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower
sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated
to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered
with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Enterprise Bank
& Trust, St. Peters, 300 St. Peters Centre Boulevard, St. Peters, MO 63376.


 






     


     


    

 


LATE CHARGE. If a payment
is more than 15 days late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled payment or $100.00,
whichever is greater.


 


INTEREST AFTER DEFAULT.
Upon default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding an additional
3.000 percentage point margin ("Default Rate Margin"). The Default Rate Margin shall also apply to each succeeding interest
rate change that would have applied had there been no default. However, in no event will the interest rate exceed the maximum interest
rate limitations under applicable law.


 


DEFAULT. Each of the
following shall constitute an event of default ("Event of Default") under this Note:


 


Payment Default. Borrower
fails to make any payment when due under this Note.


 


Other Defaults. Borrower
fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note 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 Note 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.


 


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, endorser, surety, or accommodation party of any of the indebtedness
or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of,
or liability under, any guaranty of the indebtedness evidenced by this Note.


 


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 this Note
is impaired.


 


Insecurity. Lender in
good faith believes itself insecure.


 


LENDER'S RIGHTS. Upon
default, Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid interest immediately due,
and then Borrower will pay that amount.


 


COLLATERAL. Borrower
acknowledges this Note is secured by collateral described in a Deed of Trust and an Assignment of Rents dated September 30, 2015
on real property known as 136 Chesterfield Industrial Boulevard, Chesterfield, MO 63005, and collateral described in four (4) Commercial
Security Agreements dated September 30, 2015 and an Assignment of Life Insurance Policy dated September 30, 2015. Failure to identify
collateral for this Note shall not constitute a waiver of such collateral.


 


ATTORNEYS' FEES; EXPENSES.
Lender may hire or pay someone else to help collect this Note if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses whether or not there
is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic
stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all
other sums provided by law.


 


GOVERNING LAW. This Note
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 Note has been accepted by Lender in the State of Missouri.


 


DISHONORED ITEM FEE.
Borrower will pay a fee to Lender of $20.00 if Borrower makes a payment on Borrower's loan and the check or preauthorized charge
with which Borrower pays is later dishonored.


 


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.


 


CHOICE OF VENUE. Borrower
agrees that the sole jurisdiction of any lawsuit arising hereunder shall be the state or federal courts having jurisdiction over
any county in which the Lender has an office.


 


SUCCESSOR INTERESTS.
The terms of this Note shall be binding upon Borrower, and upon Borrower's heirs, personal representatives, successors and assigns,
and shall inure to the benefit of Lender and its successors and assigns.


 






     


     


    

 


GENERAL PROVISIONS. If
any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any
of its rights or remedies under this Note without losing them. Each Borrower understands and agrees that, with or without notice
to Borrower, Lender may with respect to any other Borrower (a) make one or more additional secured or unsecured loans or otherwise
extend additional credit; (b) 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) apply such security and direct the order or manner of sale thereof, including without limitation, any non-judicial
sale permitted by the terms of the controlling security agreements, as Lender in its discretion may determine; (e) release, substitute,
agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner
Lender may choose; and (f) determine how, when and what application of payments and credits shall be made on any other indebtedness
owing by such other Borrower. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed
by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall
be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this
loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in
the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties
also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification
is made. The obligations under this Note are joint and several.


 


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.


 


ILLINOIS INSURANCE NOTICE.
Unless Borrower provides Lender with evidence of the insurance coverage required by Borrower's agreement with Lender, Lender may
purchase insurance at Borrower's expense to protect Lender's interests in the collateral. This insurance may, but need not, protect
Borrower's interests. The coverage that Lender purchases may not pay any claim that Borrower makes or any claim that is made against
Borrower in connection with the collateral. Borrower may later cancel any insurance purchased by Lender, but only after providing
Lender with evidence that Borrower has obtained insurance as required by their agreement. If Lender purchases insurance for the
collateral, Borrower will be responsible for the costs of that insurance, including interest and any other charges Lender may impose
in connection with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance.
The costs of the insurance may be added to Borrower's total outstanding balance or obligation. The costs of the insurance may be
more than the cost of insurance Borrower may be able to obtain on Borrower's own. 


 


JURY WAIVER. Lender and Borrower
hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against
the other.


 


PRIOR TO SIGNING THIS NOTE,
EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER
AGREES TO THE TERMS OF THE NOTE.


 


BORROWER ACKNOWLEDGES RECEIPT
OF A COMPLETED COPY OF THIS PROMISSORY NOTE.


 


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.


 


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.