Exhibit 10.2


 





 





	
        LOAN NUMBER

        0135 16420 1

         

        NOTE AMOUNT

        $8,000,000.00
	
        LOAN NAME

        MusclePharm Corporation

         

        INDEX (w/ Margin)

        Wall Street Journal Prime plus

        $2.000%
	
        ACCT. NUMBER

        35 1642

         

        RATE

        5.250%
	
        AGREEMENT DATE

        09/12/14

         

        MATURITY DATE

        09/12/17
	
        INITIALS

        1286

         

        LOAN PURPOSE

        Commercial








 


 


COMMERCIAL LOAN AGREEMENT


Revolving Draw Loan


 










 


DATE AND PARTIES. The date
of this Commercial Loan Agreement (Agreement) is September 12, 2014. The parties and their addresses are as follows:


 


 


LENDER:


ANS BANK


3033 E. First Avenue


Denver, CO 80206


 


BORROWER:


MUSCLEPHARM CORPORATION


a Nevada Corporation


4721 Ironton Street # A


Denver, CO 80239


 


 


		1.	DEFINITIONS. For the purposes of this Agreement, the
following terms have the following meanings.



		A.	Accounting Terms. In this Agreement, any accounting terms
that are not specifically defined will have their customary meanings under generally accepted accounting principles.



		B.	Insiders.
Insiders include those defined as insiders by the United States Bankruptcy Code, as amended; or to the extent left undefined,
include without limitation any officer, employee, stockholder or member, director, partner, or any immediate family member of
any of the foregoing, or any person or entity which, directly or indirectly, controls, is controlled by or is under common control
with me.



		C.	Loan.
The Loan refers to this transaction generally, including obligations and duties arising from the terms of all documents prepared
or submitted for this transaction.



		D.	Loan
Documents. Loan Documents refer to all the documents executed as a part of or in connection with the Loan.



		E.	Pronouns.
The pronouns "I", "me" and "'my" refer to every Borrower signing this Agreement, individually and
together with their heirs, successors and assigns, and each other person or legal entity (including guarantors, endorsers, and
sureties) who agrees to pay this Agreement . "You" and "your" refers to the Loan's lender. Any participants
or syndicators, successors and assigns, or any person or company that acquires an interest in the Loan.



		F.	Property.
Property is any property, real, personal or intangible, that secures my performance of the obligations of this Loan.



 


		2.	ADVANCES. Advances under this Agreement are made according
to the following terms and conditions.



		A.	Multiple Advances - Revolving. In accordance with the
terms of this Agreement and other Loan Documents, you will extend to me and I may from time to time borrow, repay, and reborrow,
one or more advances. The amount of advances will not exceed $8,000,000.00 (Principal).



		B.	Requests
for Advances. My requests are a warranty that I am in compliance with all the Loan Documents. When required by you for a particular
method of advance, my requests for an advance must specify the requested amount and the date and be accompanied with any agreements.
Documents, and instruments that you require for the Loan. Any payment by you of any check, share draft or other charge may, at
your option, constitute an advance on the Loan to me. All advances will be made in United States dollars. I will indemnify you
and hold you harmless for your reliance on any request for advances that you reasonably believe to be genuine. To the extent permitted
by law, I will indemnify you and hold you harmless when the person making any request represents that I authorized this person
to request an advance even when this person is unauthorized or this person's signature is not genuine.



I
or anyone I authorize to act on my behalf may request advances by the following methods.


		(1)	I make a request in person.



		(2)	I make a request by phone.



		(3)	I make a request by mail.



		C.	Advance Limitations. In addition to
any other Loan conditions, requests for, and access to, advances are subject to the following limitations.



		(1)	Discretionary Advances. You will make all Loan advances at your sole discretion.



		(2)	Advance Amount. Subject to the terms and conditions contained in this Agreement, advances will
be made in exactly the amount I request.



		(3)	Disbursement of Advances. On my fulfillment of this Agreement's terms and conditions, you will
disburse the advance in any manner as you and I agree.



		(4)	Credit Limit. I understand that you will not ordinarily grant a request for an advance that would
cause the unpaid principal of my Loan to be greater than the Principal limit. You may, at your option, grant such a request without
obligating yourselves to do so in the future. I will pay any over advances in addition to my regularly scheduled payments. I will
repay any over advance by repaying you in full within days after the over advance occurs.



		(5)	Records. Your records will be conclusive evidence as to the amount of advances, the Loan's unpaid
principal balances and the accrued interest.



		D.	Conditions.
I will satisfy all of the following conditions before you either issue any promissory notes or make any advances under this Agreement.
These are the minimum conditions under which you would consider making an advance, but satisfaction of these conditions does not
commit you to advancing funds under this Agreement.



		(1)	No Default. There has not been a default under this Agreement or any other Loan Documents nor
would a default result from making the Loan or any advance.



		(2)	Information. You have received all documents, information, certifications and warranties as you
may require, all properly executed, if appropriate, on forms acceptable to you.



		(3)	Inspections. You have made all inspections that you consider necessary and are satisfied with
this inspection.



		(4)	Conditions and Covenants. I will have performed and complied with all conditions required for
an advance and all covenants in this Agreement and any other Loan Documents.



		(5)	Warranties and Representations. The warranties and representations contained in this Agreement
are true and correct at the time of making the requested advance.



		(6)	Financial Statements. My most recent financial statements and other financial reports, delivered
to you, are current, complete, true and accurate in all material respects and fairly represent my financial condition.



		(7)	Bankruptcy Proceedings. No proceeding under the United States Bankruptcy Code has been commenced
by or against me or any of my affiliates.



 






	
MusclePharm
Corporation

        Colorado Commercial Loan Agreement

        0/4DA ISY .CA00000000000674042091014 N
	Wolters Kluwer Financial Services ® 1996, 2014 Bankers System	 







 


 


 


 


 






    	 



    	 



    

 


 


		3.	MATURITY DATE. I agree to fully repay the Loan by September
12, 2017.



 


		4.	WARRANTIES AND REPRESENTATIONS. I make to you the following
warranties and representations which will continue as long as this Loan is in effect, except when this Agreement provides otherwise.



 


		A.	Power. I am duly organized, and validly existing and
in good standing in all jurisdictions in which I operate. I have the power and authority to enter into this transaction and to
carry on my business or activity as it is now being conducted and, as applicable, am qualified to do so in each jurisdiction in
which I operate.



		B.	Authority. The execution, delivery and performance of
this Loan and the obligation evidenced by the Note are within my powers, have been duly authorized, have received all necessary
governmental approval, will not violate any provision of law, or order of court or governmental agency, and will not violate any
agreement to which I am a party or to which I am or any of my property is subject.



		C.	Name and Place of Business. Other than previously disclosed
in writing to you I have not changed my name or principal place of business within the last 1O years and have not used any other
trade or fictitious name. Without your prior written consent, I do not and will not use any other name and will preserve my existing
name, trade names and franchises.



		D.	Hazardous Substances. Except as I previously disclosed
in writing and you acknowledge in writing, no Hazardous Substance, underground tanks, private dumps or open wells are currently
located at, on, in, under or about the Property.



		E.	Use of Property. After diligent inquiry, I do not know
or have reason to know that any Hazardous Substance has been discharged, leached or disposed of, in violation of any Environmental
Law, from the property onto, over or into any other property, or from any other property onto, over or into the property.



		F.	Environmental Laws. I have no knowledge or reason to
believe that there is any pending or threatened investigation, claim, judgment or order, violation, lien, or other notice under
any Environmental Law that concerns me or the property. The property and any activities on the property are in full compliance
with all Environmental Law.



		G.	Loan Purpose. The purpose of this Loan is for working
capital line of credit.



		H.	No Other Liens. I own or lease all property that I need
to conduct my business and activities. I have good and marketable title to all property that I own or lease. All of my Property
is free and clear of all liens, security interests, encumbrances and other adverse claims and interests, except those to you or
those you consent to in writing.



		I.	Compliance With Laws. I am not violating any laws, regulations,
rules, orders, judgments or decrees applicable to me or my property, except for those which I am challenging in good faith through
proper proceedings after providing adequate reserves to fully pay the claim and its challenge should I lose.



		J.	Dispute. There are no pending or threatened lawsuits,
arbitrations or other proceedings against me or my property that singly or together may materially and adversely affect my property,
operations, financial condition, or business.



		K.	Agreements. I am not a party to, nor am I bound by, any
agreement that is now or is likely to become materially adverse to my business, Property or operations.



		L.	Other Claims. There are no outstanding claims or rights
that would conflict with the execution, delivery or performance by me of the terms and conditions of this Agreement or the other
Loan Documents. No outstanding claims or rights exist that may result in a lien on the Property, the Property's proceeds and the
proceeds of proceeds, except liens that were disclosed to and agreed to by you in writing.



		M.	Solvency. I am able to pay my debts as they mature, my
assets exceed my liabilities and I have sufficient capital for my current and planned business and other activities. I will not
become insolvent by the execution or performance of this Loan.



 


		5.	FINANCIAL STATEMENTS. I will prepare and maintain my
financial records using consistently applied generally accepted accounting principles then in effect. I will provide you with
financial information in a form that you accept and under the following terms.



		A.	Certification.
I represent and warrant that any financial statements that I provide you fairly represents my financial condition for the stated
periods, is current, complete, true and accurate in all material respects, includes all of my direct or contingent liabilities
and there has been no material adverse change in my financial condition, operations or business since the date the financial information
was prepared.



		B.	Frequency.
I will provide to you on an annual basis my financial statements, tax returns, annual internal audit reports or those prepared
by independent accountants as soon as available or at least within 20 days after the close of each of my fiscal years. Any annual
financial statements that I provide you will be prepared statements.



		C.	SEC
Reports. I will provide you with true and correct copies of all reports, notices or statements that I provide to the Securities
and Exchange Commission, any securities exchange or my stockholders, owners, or the holders of any material indebtedness as soon
as available or at least within See Below days after issuance.



		D.	Requested
Information. I will provide you with any other information about my operations, financial affairs and condition within N/A days
after your request.



		6.	COVENANTS. Until the Loan and all related debts, liabilities
and obligations are paid and discharged, I will comply with the following terms, unless you waive compliance in writing.



		A.	Participation.
I consent to you participating or syndicating the Loan and sharing any information that you decide is necessary about me and the
Loan with the other participants or syndicators.



		B.	Inspection.
Following your written request, I will immediately pay for all one-time and recurring out-of-pocket costs that are related to
the inspection of my records, business or Property that secures the Loan. Upon reasonable notice, I will permit you or your agents
to enter any of my premises and any location where my Property is located during regular business hours to do the following.



		(1)	You may inspect, audit, check, review and obtain copies
from my books, records, journals, orders, receipts, and any correspondence and other business related data.



		(2)	You may discuss my affairs, finances and business with
any one who provides you with evidence that they are a creditor of mine, the sufficiency of which will be subject to your sole
discretion.



		(3)	You may inspect my Property, audit for the use and disposition
of the Property's proceeds and proceeds of proceeds; or do whatever you decide is necessary to preserve and protect the Property
and your interest in the Property.



After
prior notice to me, you may discuss my financial condition and business operations with my independent accountants, if any, or
my chief financial officer and I may be present during these discussions. As long as the Loan is outstanding, I will direct all
of my accountants and auditors to permit you to examine my records in their possession and to make copies of these records. You
will use your best efforts to maintain the confidentiality of the information you or your agents obtain, except you may provide
your regulator, if any, with required information about my financial condition, operation and business or that of my parent, subsidiaries
or affiliates.


		C.	Business
Requirements. I will preserve and maintain my present existence and good standing in the jurisdiction where I am organized and
all of my rights, privileges and franchises. I will do all that is needed or required to continue my business or activities as
presently conducted, by obtaining licenses, permits and bonds everywhere I engage in business or activities or own, lease or locate
my property. I will obtain your prior written consent before I cease my business or before I engage in any new line of business
that is materially different from my present business.



		D.	Compliance
with Laws. I will not violate any laws, regulations, rules, orders, judgments or decrees applicable to me or my Property, except
for those which I challenge in good faith through proper proceedings after providing adequate reserves to fully pay the claim
and its appeal should I lose. Laws include without limitation the Federal Fair Labor Standards Act requirements for producing
goods, the federal Employee Retirement Income Security Act of 1974's requirements for the establishment, funding and management
of qualified deferred compensation plans for employees, health and safety laws, environmental laws, tax laws, licensing and permit
laws. On your request, I will provide you with written evidence that I have fully and timely paid my taxes, assessments and other
governmental charges levied or imposed on me, my income or profits and my property. Taxes include without limitation sales taxes,
use taxes, personal property taxes, documentary stamp taxes, recordation taxes, franchise taxes, income taxes, withholding taxes,
FICA taxes and unemployment taxes. I will adequately provide for the payment of these taxes, assessments and other charges that
have accrued but are not yet due and payable.



		E.	New
Organizations. I will obtain your written consent before organizing, merging into, or consolidating with an entity; acquiring
all or substantially all the assets of another; materially changing the legal structure, management, ownership or financial condition;
or effecting or entering into a domestication, conversion or interest exchange.



		F.	Dealings
with Insiders. I will not purchase, acquire or lease any property or services from, or sell, provide or lease any property or
services to, or permit any outstanding loans or credit extensions to, or otherwise deal with, any Insiders except as required
under contracts existing at the time I applied for the Loan and approved by you or as this Agreement otherwise permits. I will
not change or breach these contracts existing at Loan application so as to cause an acceleration of or an increase in any payments
due.



		G.	Other
Debts. I will pay when due any and all other debts owed or guaranteed by me and will faithfully perform, or comply with all the
conditions and obligations imposed on me concerning the debt or guaranty.



		H.	Other
Liabilities. I will not incur, assume or permit any debt evidenced by notes, bonds or similar obligations, except: debt in existence
on the date of this Agreement and fully disclosed to you; debt subordinated in payment to you on conditions and terms acceptable
to you; accounts payable incurred in the ordinary course of my business and paid under customary trade terms or contested in good
faith with reserves satisfactory to you.



		I.	Notice
to You. I will promptly notify you of any material change in my financial condition, of the occurrence of a default under the
terms of this Agreement or any other Loan Document, or a default by me under any agreement between me and any third party which
materially and adversely affects my property, operations, financial condition or business.



		J.	Certification
of No Default. On your request, my chief financial officer or my independent accountant will provide you with a written certification
that to the best of their knowledge no event of default exists under the terms of this Agreement or the other Loan Documents,
and that there exists no other action, condition or event which with the giving of notice or lapse of time or both would constitute
a default. As requested, my chief financial officer or my independent accountant will also provide you with computations demonstrating
compliance with any financial covenants and ratios contained in this Agreement. If an action, condition or event of default does
exist, the certificate must accurately and fully disclose the extent and nature of this action, condition or event and state what
must be done to correct it.



		K.	Use
of Loan Proceeds. I will not permit the loan proceeds to be used to purchase, carry, reduce, or retire any loan originally incurred
to purchase or carry any margin stock or otherwise cause the Loan to violate Federal Reserve Board Regulations U or X, or Section
8 of the Securities and Exchange Act of 1934 and its regulations, as amended .



 


 


 


	
MusclePharm
Corporation

        Colorado Commercial Loan Agreement

        0/4DA ISY .CA00000000000674042091014 N
	Wolters Kluwer Financial Services ® 1996, 2014 Bankers System	 



 


 


 


 



    	 



    	 



    




 


 





		L.	Dispose of No
Assets. Without your prior written consent or as the Loan Documents permit, I will not sell, lease, assign, transfer, dispose of
or otherwise distribute all or substantially all of my assets to any person other than in the ordinary course of business for the
assets' depreciated book value or more.



		M.	No Other Liens.
I will not create, permit or suffer any lien or encumbrance upon any of my properties
for or by anyone, other than you, except for: nonconsensual liens imposed by law arising out of the ordinary course of business
on obligations that are not overdue or which I am contesting in good faith after making appropriate reserves; valid purchase money
security interests on personal property; or any other liens specifically agreed to by you in writing.



		N.	Guaranties. I
will not guaranty or become liable in any way as surety, endorser (other than as endorser of negotiable instruments in the ordinary
course of business) or accommodation endorser or otherwise for the debt or obligations of any other person or entity, except to
you or as you otherwise specifically agree in writing.



		O.	No Default under
Other Agreements. I will not allow to occur, or to continue unremedied, any act, event or condition which constitutes a default
, or which, with the passage of time or giving of notice, or both, would constitute a default under any agreement, document, instrument
or undertaking to which I am a party or by which I may be bound.



		P.	Legal Disputes.
I will promptly notify you in writing of any threatened or pending lawsuit, arbitration or other proceeding against me or any of
my property, not identified in my financial statements, or that singly or together with other proceedings may materially and adversely
affect my property, operations, financial condition or business. I will use my best efforts to bring about a favorable and speedy
result of any of these lawsuits, arbitrations or other proceedings.



		Q.	Other Notices.
I will immediately provide you with any information that may materially and adversely affect my ability to perform this Agreement
and or its anticipated effect.



		R.	No Change in Capital.
I will not release, redeem, retire, purchase or otherwise acquire, directly or indirectly, any of my capital stock or other equity
security or partnership interest, or make any change in my capital structure, except to the extent required by any agreements signed
prior to this Agreement and disclosed to you or with your prior written consent.



		S.	Loan Obligations.
I will make full and timely payment of all principal and interest obligations, and comply with the other terms and agreements contained
in this Agreement and in the other Loan Documents.



		T.	Insurance. I will
obtain and maintain insurance with insurers, in amounts and coverages that are acceptable to you and customary with industry practice.
This may include without limitation insurance policies for public liability, fire, hazard and extended risk, workers compensation,
and, at your request, business interruption and/or rent loss insurance. At your request, I will deliver to you certified copies
of all of these insurance policies, binders or certificates. I will obtain and maintain a mortgagee clause (or lender loss payable
clause) endorsement - naming you as the loss payee. If you require, I will also obtain an "additional insured" endorsement
- naming you as an additional insured. I will immediately notify you of cancellation or termination of insurance. I will require
all insurance policies to provide you with at least 10 days prior written notice to you of cancellation or modification. I consent
to you using or disclosing information relative to any contract of insurance required by the Loan for the purpose of replacing
this insurance. I also authorize my insurer and you to exchange all relevant information related to any contract of insurance required
by any document executed as part of this Loan.



		U.	Property Maintenance.
I will keep all tangible and intangible properly that I consider necessary or useful in my business in good working condition by
making all needed repairs, replacements and improvements and by making all rental, lease or other payments due on this property.



		V.	Property Loss.
I will immediately notify you, and the insurance company when appropriate, of any material casualty, loss or depreciation to the
Property or to my other property that affects my business.



		W.	Accounts Receivable
Collection. I will collect and otherwise enforce all of my unpaid Accounts Receivable at my cost and expense, until you end my
authority to do so, which you may do at any time to protect your best interests. I will not sell, assign or otherwise dispose of
any Accounts Receivable without your written consent. I will not commingle the Accounts Receivable proceeds with any of my other
property.



		X.	Reserves. You
may set aside and reserve Loan proceeds for Loan interest, fees and expenses, taxes, and insurance. I grant you a security interest
in the reserves.



No interest will accrue
on any reserve Loan proceeds. Disbursement of reserves is disbursement of the Loan's proceeds. At my request, you will disburse
the reserves for the purpose they were set aside for, as long as I am not in default under this Agreement. You may directly pay
these reserved items, reimburse me for payments I made, or reduce the reserves and increase the Loan proceeds available for disbursement.


		Y.	Additional Taxes.
I will pay all filing and recording costs and fees, including any recordation, documentary or transfer taxes or stamps, that are
required to be paid with respect to this Loan and any Loan Documents.



		Z.	Additional Covenants.
I will provide you with a copy of any information I furnish generally to all or any class of my shareholders, members or other
equity owners or creditors, at the same time as I furnish it to them.



 


As soon as practical and
in any event no later than five business days after I acquire knowledge of it, I will provide you with written notice of (a) any
default under any loan I have with you or any other lender, (b) the occurrence of any event that, with the giving of notice or
the passage of time would constitute such a default or (c) the commencement or threat of any lawsuit or other proceeding or the
occurrence of any other event that could have a materially adverse effect on me or any Guarantor of the Loan or on my or their
ability to fully comply with all obligations under the Loan Documents or (d) any material adverse change in my business, property,
assets, operations, financial or other condition or prospects (or the occurrence of any event that could reasonably be expected
to have such an effect).


 


It
shall constitute a default under this Note if any event occurs that is a default under any indebtedness I have with any other person
or if any other event occurs that with notice or time would constitute such a default or allows any party to accelerate the maturity
of any such indebtedness.


 


Borrower to provide monthly AR aging report,
AR discounts report and borrowing base certificate, or as otherwise requested by the bank. Borrower to maintain debt service ratio
of 2.0: 1 and will be measured quarterly.


Borrower is required to rest
the credit at below a balance of $3,000,000.00 for a minimum of 14 non consecutive
days per quarter.


 


It
shall constitute a default under this Note if any event occurs that is a default under any indebtedness I have with any other person
or if any other event occurs that with notice or time would constitute such a default or allows any party to accelerate the maturity
of any such indebtedness.


 


It
shall constitute a default under the Note if any event occurs that is a default under any other note or other debt or obligation
I have to you, or if any event occurs that, with notice or time, would be such a default.


 


The bank must be notified of any turnover
of MusclePharm Executive Officers within 10 business days of occurrence. Borrower to provide quarterly financial statements or
as otherwise requested by the Bank.


 


Borrower to maintain current ratio of 1.5:1
and working capital in excess of $10 million, both of which will be measured quarterly.
Assets and liabilities that fall under prepaid giveaways, prepaid stock compensation, and prepaid sponsorship fees will be excluded
from the calculation of current assets and current liabilities.


 


The borrower will not incur
additional debt in excess of $250,000.00 annually. Any individual transaction greater than $100,000.00 will require bank approval.


 


Borrower to maintain capitalization
of at least $65 million.


 


Prior
Bank approval of any cash transactions, other than through the ordinary course of business, of greater than $1,000,000.00 or that
would place the borrower in default of any other covenant. This shall include, but is not limited to, the payment of cash dividends,
distributions to shareholders or officers, acquisitions, or the repurchase of the Borrower's
stock.


 


Borrower
to maintain quarterly average collected compensating balances in excess of $1,200,000.00 on deposit at ANB Bank. There will be
a penalty assessed for a quarterly average collected compensating balance shortfall. The penalty will be assessed based on the
difference of the balance requirement and the actual quarterly average collected compensating balance, and will be calculated using
the note rate as of the end of the quarter.


 


Borrower is required to
establish ANB Bank lock box services within 30 days of loan closing. The conversion
of all receivables other than ACH and wire transfers shall be run through the ANB Bank lock box.


 


Covenants subject to review
and revisions with each annual renewal.


 


All above covenants are subject to the final loan
documents as prepared by ANB Bank legal counsel.


 


 


 


	
MusclePharm
Corporation

        Colorado Commercial Loan Agreement

        0/4DA ISY .CA00000000000674042091014 N
	Wolters Kluwer Financial Services ® 1996, 2014 Bankers System	 



 


 


 






    	 



    	 



    

 


 





		7.	DEFAULT. I will be in default if any of the following
events (known separately and collectively as an Event of Default) occur:



		A.	Payments.
I fail to make a payment in full when due.



		B.	Insolvency
or Bankruptcy. The death, dissolution or insolvency of, appointment of a receiver by or on behalf of, application of any debtor
relief law, the assignment for the benefit of creditors by or on behalf of, the voluntary or involuntary termination of existence
by, or the commencement of any proceeding under any present or future federal or state insolvency, bankruptcy, reorganization,
composition or debtor relief law by or against me or any co-signer, endorser, surety or guarantor of this Agreement or any other
obligations I have with you.



		C.	Business
Termination. I merge, dissolve, reorganize, end my business or existence, or a partner or majority owner dies or is declared legally
incompetent.



		D.	Failure
to Perform. I fail to perform any condition or to keep any promise or covenant of this Agreement.



		E.	Other
Documents. A default occurs under the terms of any other Loan Document.



		F.	Other
Agreement s. I am in default on any other debt or agreement I have with you.



		G.	Misrepresentation.
I make any verbal or written statement or provide any financial information that is untrue, inaccurate, or conceals a material
fact at the time it is made or provided.



		H.	Judgment.
I fail to satisfy or appeal any judgment against me.



		I.	Forfeiture. The Property is used in a manner or for a
purpose that threatens confiscation by a legal authority.



		J.	Name
Change. I change my name or assume an additional name without notifying you before making such a change.



		K.	Property
Transfer. I transfer all or a substantial part of my money or property.



		L.	Property Value. You determine in good faith that the
value of the Property has declined or is impaired.



		M.	Material Change. Without first notifying you, there is
a material change in my business, including ownership, management, and financial conditions.



		N.	Insecurity.
You determine in good faith that a material adverse change has occurred in my financial condition from the conditions set forth
in my most recent financial statement before the date of this Agreement or that the prospect for payment or performance of the
Loan is impaired for any reason.



 


		8.	REMEDIES. After I default, you may at your option do
any one or more of the following.



		A.	Acceleration.
You may make all or any part of the amount owing by the terms of the Loan immediately due. If I am a debtor in a bankruptcy petition
or in an application filed under section 5(a)(3) of the Securities Investor Protection Act, the Loan is automatically accelerated
and immediately due and payable without notice or demand upon filing of the petition or application.



		B.	Sources.
You may use any and all remedies you have under state or federal law or in any Loan Document.



		C.	Insurance
Benefits. You may make a claim for any and all insurance benefits or refunds that may be available on my default.



		D.	Payments
Made On My Behalf. Amounts advanced on my behalf will be immediately due and may be added to the balance owing under the terms
of the Loan, and accrue interest at the highest post-maturity interest rate.



		E.	Termination.
You may terminate my rights to obtain advances or other extensions of credit by any of the methods provided in this Agreement.



		F.	Set-Off.
You may use the right of set-off. This means you may set-off any amount due and payable under the terms of the Loan against any
right I have to receive money from you.



My
right to receive money from you includes any deposit or share account balance I have with you; any money owed to me on an item
presented to you or in your possession for collection or exchange; and any repurchase agreement or other non-deposit obligation.
"Any amount due and payable under the terms of the Loan" means the total amount to which you are entitled to demand
payment under the terms of the Loan at the time you set-off.


Subject
to any other written contract, if my right to receive money from you is also owned by someone who has not agreed to pay the Loan,
your right of set-off will apply to my interest in the obligation and to any other amounts I could withdraw on my sole request
or endorsement.


Your
right of set-off does not apply to an account or other obligation where my rights arise only in a representative capacity. It
also does not apply to any Individual Retirement Account or other tax-deferred retirement account.


You
will not be liable for the dishonor of any check when the dishonor occurs because you set-off against any of my accounts. I agree
to hold you harmless from any such claims arising as a result of your exercise of your right of set-off.


		G.	Waiver.
Except as otherwise required by law, by choosing any one or more of these remedies you do not give up your right to use any other
remedy. You do not waive a default if you choose not to use a remedy. By electing not to use any remedy, you do not waive your
right to later consider the event a default and to use any remedies if the default continues or occurs again.



 


		9.	COLLECTION EXPENSES AND ATTORNEYS' FEES. On or after
the occurrence of an Event of Default, to the extent permitted by law, I agree to pay all expenses of collection, enforcement
or protection of your rights and remedies under this Agreement or any other Loan Document. Expenses include, but are not limited
to, attorneys' fees, court costs and other legal expenses. These expenses are due and payable immediately. If not paid immediately,
these expenses will bear interest from the date of payment until paid in full at the highest interest rate in effect as provided
for in the terms of this Loan. All fees and expenses will be secured by the Property I have granted to you, if any. In addition,
to the extent permitted by the United States Bankruptcy Code, I agree to pay the reasonable attorneys' fees incurred by you to
protect your rights and interests in connection with any bankruptcy proceedings initiated by or against me.



 


		10.	APPLICABLE LAW. This Agreement is governed by the laws
of Colorado, the United States of America, and to the extent required, by the laws of the jurisdiction where the Property is located,
except to the extent such state laws are preempted by federal law. In the event of a dispute, the exclusive forum, venue and place
of jurisdiction will be in Colorado, unless otherwise required by law.



 


		11.	JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS. My obligation
to pay the Loan is independent of the obligation of any other person who has also agreed to pay it. You may sue me alone, or anyone
else who is obligated on the Loan, or any number of us together, to collect the Loan. Extending the Loan or new obligations under
the Loan, will not affect my duty under the Loan and I will still be obligated to pay the Loan. You may assign all or part of
your rights or duties under this Agreement or the Loan Documents without my consent. If you assign this Agreement, all of my covenants,
agreements, representations and warranties contained in this Agreement or the Loan Documents will benefit your successors and
assigns. I may not assign this Agreement or any of my rights under it without your prior written consent. The duties of the Loan
will bind my successors and assigns.



 


		12.	AMENDMENT, INTEGRATION AND SEVERABILITY. This Agreement
may not be amended or modified by oral agreement. No amendment or modification of this Agreement is effective unless made in writing
and executed by you and me. This Agreement and the other Loan Documents are the complete and final expression of the understanding
between you and me. If any provision of this Agreement is unenforceable, then the unenforceable provision will be severed and
the remaining provisions will still be enforceable.



 


		13.	INTERPRETATION. Whenever used, the singular includes
the plural and the plural includes the singular. The section headings are for convenience only and are not to be used to interpret
or define the terms of this Agreement.



 


		14.	NOTICE. FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless
otherwise required by law, any notice will be given by delivering it or mailing it by first class mail to the appropriate party's
address listed in the DATE AND PARTIES section, or to any other address designated in writing. Notice to one Borrower will be
deemed to be notice to all Borrowers. I will inform you in writing of any change in my name, address or other application information.
I will provide you any correct and complete financial statements or other information you request. I agree to sign, deliver, and
file any additional documents or certifications that you may consider necessary to perfect, continue, and preserve my obligations
under this Loan and to confirm your lien status on any Property. Time is of the essence.



 


		15.	WA IVER OF JURY TRIAL. All of the parties to this Agreement
knowingly and intentionally, irrevocably and unconditionally, waive any and all right to a trial by jury in any litigation arising
out of or concerning this Agreement or any other Loan Document or related obligation. All of these parties acknowledge that this
section has either been brought to the attention of each party's legal counsel or that each party had the opportunity to do so.



 


		16.	SIGNATURES. By signing, I agree to the terms contained
in this Agreement. I also acknowledge receipt of a copy of this Agreement.



 


 


 





 


 


	
MusclePharm
Corporation

        Colorado Commercial Loan Agreement

        0/4DA ISY .CA00000000000674042091014 N
	Wolters Kluwer Financial Services ® 1996, 2014 Bankers System	 



 


 


 


 


 






    	 



    	 



    

 


 


LENDER :


 





 


 


 


	
MusclePharm
Corporation

        Colorado Commercial Loan Agreement

        0/4DA ISY .CA00000000000674042091014 N
	Wolters Kluwer Financial Services ® 1996, 2014 Bankers System	 




 


 


 


 



    	 



    	 



    




 


 





ADDENDUM
TO COMMERCIAL LOAN AGREEMENT


 


 


THIS
ADDENDUM TO COMMERCIAL LOAN AGREEMENT (this "Addendum") is entered into as of September 12, 2014, and made between ANB
BANK, as the "Lender'', and MUSCLEPHARM, INC., a Nevada corporation, as the "Borrower", and shall be attached to
and form a part of that certain Commercial Loan Agreement made of even date herewith between Lender and Borrower and governing
a revolving line of credit extended by Lender to Borrower in a maximum principal amount of $8,000,000 (the "Loan Agreement").
Initially capitalized terms used but not defined in this Addendum shall have the meanings given them by the Loan Agreement, whether
directly or through reference to any of the other "Loan Documents" defined therein. As part of the Loan Agreement, this
Addendum shall also constitute one of the Loan Documents. In the event of any irreconcilable conflict or inconsistency between
the provisions of this Addendum and the provisions of the Loan Agreement, the provisions of this Addendum shall be controlling,
but in the absence of any such conflict or inconsistency, the provisions of this Addendum shall be cumulative with and in addition
to all the te1ms and provisions of the Loan Agreement.


 


16.            
ADDITIONAL COVENANTS. In addition to and cumulative with the covenants, agreements and obligations of the
Borrower under the Loan Agreement, Borrower further covenants and agrees for the benefit of Lender as follows (and any breach
or default of the following shall constitute an Event of Default pursuant to Section 7D of the Loan Agreement):


 


A.                 
If during the three-year Loan term the Loan is paid by Borrower' s refinancing with another lender, Borrower shall
pay Lender a termination fee as follows:





$240,000
if the refinancing occurs during the first 12 months of the Loan term; $160,000 if the refinancing occurs during the second 12
months of the Loan term; and $80,000 if the refinancing occurs during the last 12 months of the Loan term.


 


B.                 
During each calendar quarter within the Loan term, Borrower shall cause the outstanding principal balance of the
Loan to be reduced and maintained below $3,000,000 for a minimum of 14 non-consecutive days.


 


C.                 
The Borrower will not incur additional debt obligations during any 12-month period that in the aggregate exceed
$250,000 without the prior specific written approval of the Lender, which may be withheld in the Lender's sole and absolute discretion.
In addition, the Borrower shall not incur any individual debt that exceeds $100,000 without the Lender's prior specific written
approval, which may be withheld in the Lender's sole and absolute discretion.


 


D.                 
At all times Borrower shall maintain a market capitalization (determined by the aggregate market value from time
to time of the Borrower's outstanding publicly traded stock) of at least $65 million.


 


E.                  
The Borrower shall not enter into any cash transactions (i.e., requiring a cash expenditure by Borrower), other
than in the ordinary course of business, which individually or in the aggregate involve cash expenditures by the Borrower in excess
of $1 million, unless such cash transactions are given the Lender's specific prior written approval, which may be withheld in
the Lender's sole and absolute discretion. Such prohibited cash transactions shall include, but not be limited to, the payment
of cash dividends or other distributions to shareholders, officers or employees of the Borrower, asset acquisitions by the Borrower,
or any repurchase of any of Borrower 's stock (none of which in any case shall be regarded as within the Borrower's ordinary course
of business).


 






    	 



    	 



    

 


 


F.                  
For each calendar quarter (or portion thereof) within the Loan term, Borrower shall maintain on deposit with Lender
quarterly average collected compensating balances, as calculated by Lender in accordance with its ordinary banking practices,
in excess of $1,200,000. In the event such balance is not maintained for any calendar quarter, then Borrower shall pay Lender
a fee based on the difference between the compensating balance required above and the actual average collected compensating balance
maintained during such quarter, and then by applying to such difference, for the entirety of such calendar quarter, the interest
rate under the Loan prevailing as of the end of such calendar quarter. Such fee shall be due and payable from Borrower upon demand.


 


G.                 
Borrower shall establish lock box services with the Lender for servicing the Loan within 30 days after the date
of this Addendum. Borrower shall cause all of its accounts receivable, other than those in the form of automated clearing house
(ACH) payments and wire transfers, to be collected and paid through the Lender's lock box. Lock box services will be documented
if and as required by the Lender, which documents will be executed by Borrower upon demand. Documents and agreements made by the
Borrower pursuant thereto may be treated by the Lender as part of the Loan Documents.


 


H.                 
Throughout the Loan term Borrower shall maintain a debt service coverage ratio of at least 2.0: 1, with compliance
with this requirement to be measured quarterly, as of the end of each calendar quarter, and pursuant to the Lender's ordinary
banking practices.


 


I.                   
Throughout the Loan term, Borrower shall maintain a current ratio (i.e., the ratio of Borrower's current assets
to the Borrower's current liabilities) of at least 1.5:1, and working capital (i.e., Borrower's current assets) in excess of $10
million, with compliance with both of these requirements to be measured and determined quarterly, at the end of each calendar
quarter, and pursuant to Lender's ordinary banking practices. Assets and liabilities that fall under "prepaid giveaways",
"prepaid stock compensation", and "prepaid sponsorship fees" will be excluded from and disregarded for the
requisite calculations of current assets and current liabilities.


 


J.                   
Borrower covenants that there shall not occur any breach or default of any loan or debt or related obligation that
Borrower owes or has to any other lender or obliged or under any agreement related thereto.


 


K.                 
As part of and without limitation on Borrower's obligations under Section 5C of the Loan Agreement, Borrower
shall further furnish to Lender any other information that Borrower generally provides to Borrower's stockholders or other owners
or holders of equity interests in the Borrower as and when such information is furnished to those parties.


 


L.                  
In addition to and cumulative with the delivery of financial statements pursuant to Section 5B of the Loan
Agreement, Borrower shall also furnish Lender quarterly financial statements, for the results of operations within and as of the
end of each calendar quarter (or any fractional calendar quarter) within Loan term. Such quarterly financial statements shall
constitute part of the required financial deliveries under Section 5 of the Loan Agreement and will be governed by and
subject to the provisions of that Section 5. Such quarterly financial statements will be provided to Lender within 45 days after
the end of each applicable calendar quarter. Borrower will further furnish Lender with any additional financial statements from
time to time that Lender may require.


 


M.               
On a monthly basis, and within 10 days after the end of each calendar month (or fraction thereof) within the Loan
term, Borrower shall provide Lender with a monthly accounts receivable aging report, accounts receivable discounts report, and
a certificate of the amount of the borrowing base (as defined below), all to be made effective as of the end of the applicable
calendar month. Such reports and certificates shall be regarded as part of and within the scope of the certification under Section
5A of the Loan Agreement, but also, with respect to each borrowing base certificate, its accuracy shall be expressly certified
on its face, in form satisfactory to Lender, by an authorized officer of the Borrower (and each such certification shall be deemed
to constitute a representation and warranty by Borrower under the Loan Agreement). Borrower will further furnish such reports
and certifications concerning accounts receivable and the borrowing base as the Lender may require from time to time.






 






    	 



    	 



    

 


 


N.                 
Borrower shall give the Lender notice of any change in the identity of any of the executive officers of the Borrower
within ten (10) business days after the occurrence of such change.


 


O.                 
Notwithstanding anything to the contrary in Section 2 of the Loan Agreement or elsewhere in the Loan Agreement or
any of the other Loan Documents, Lender shall not be required to make any advance under the Loan if doing so would result in the
amount of principal outstanding under the Loan exceeding the borrowing base then applicable. Moreover, if at any time the principal
amount exceeds the then applicable borrowing base, on demand Borrower shall repay such amount of principal as is necessary for
the outstanding principal not to exceed such borrowing base. As used herein and in the other Loan Documents, "borrowing base"
shall mean, at any given time, the sum of (a) 75% of the amount of Borrower's domestic accounts receivable then outstanding and
incurred in good faith in the ordinary course of business, and (b) 80% of the amount of Borrower's international accounts receivable
then outstanding and incurred in good faith in the ordinary course of business (subject, however, to the insurance amount limitation
set forth below), excluding, however, under both clauses (a) and (b) above, (i) receivables more than 90 days old, (ii) receivables
owing from any officer, director, or employee of Borrower, or any party directly or indirectly holding any stock or ownership
or equity interest in Borrower (whether as a record or beneficial holder), or (iii) any other receivable that the Lender, in Lender's
sole and absolute discretion, deems of doubtful collectability. The international accounts receivable borrowing base under clause
(b) above will not exceed the amount of Euler Hermes insurance coverage for such receivables that Borrower has in place at the
applicable time and that is on terms satisfactory to Lender.


 


P.                 Borrower agrees that at the end of each 12-month period within
the Loan term, the covenants, limitations and restrictions governing the Loan will be subject to modification as determined by
the Lender, and upon demand Borrower shall furnish and execute, as part of the Loan Documents, such additional documentation as
Lender may require to evidence such modifications.


 


17.             
INTEREST RATE CONFORMANCE. It is expressly stipulated and agreed to be the intent of Lender and Borrower at all
times to comply with applicable law governing the highest lawful interest rate for the Loan. If applicable law is ever judicially
interpreted so as to render usurious any amount called for under the Loan Documents, or, contracted for, charged, taken, reserved
or received with respect to the Loan, or if acceleration of the maturity of the Loan, any prepayment by Borrower, or any other
circumstance whatsoever, results in Borrower having paid any charges in excess of that permitted by applicable law, then it is
the express intent of Lender and Borrower that all excess amounts theretofore collected by Lender be credited on the principal
balance of the Loan (or, if the Loan has been or would thereby be paid in full, refunded to Borrower), and that the provisions
of the Loan Documents immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity
of the execution of any new document, so as to comply with the applicable law, but also so as to permit the recovery of the fullest
amount otherwise called for under the Loan Documents.


 


IN
WITNESS WHEREOF, Borrower and Lender have executed this Addendum effective as of the day, month and year first above written.


 


ANB
BANK