MusclePharm Corporat

MSLP
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MUSCLEPHARM CORP : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events (form 8-K)

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10/10/2019 | 11:20 pm

Item 1.01 Entry into a Material Definitive Agreement.



Secured Revolving Promissory Note



On October 4, 2019, MusclePharm Corporation (the "Company") entered into a
secured revolving promissory note (the "Revolving Note") with Ryan Drexler, the
Chief Executive Officer, President and Chairman of the Board of Directors of the
Company. Under the terms of the Revolving Note, the Company can borrow up to
$3,000,000. The Revolving Note bears interest at the rate of 12% per annum.



The use of funds will be solely for the purchase of whey protein to be used in
the manufacturing of MusclePharm products.



Both the outstanding principal, if any, and all accrued interest under the
Revolving Note are due on March 31, 2020. The Company may prepay the Revolving
Note by giving Mr. Drexler one days' written notice.



The Revolving Note contains customary events of default, including, among
others, the failure by the Company to make a payment of principal or interest
when due. Following an event of default, Mr. Drexler is entitled to accelerate
the entire indebtedness under the Revolving Note. The Revolving Note also
contains customary restrictions on the ability of the Company to, among other
things, grant liens or incur indebtedness other than certain obligations
incurred in the ordinary course of business. The restrictions are also subject
to certain additional qualifications and carveouts, as set forth in the
Revolving Note. The Revolving Note is subordinated to certain other indebtedness
of the Company held by Crossroads Financial Group, LLC, as described under Item
8.01 of the Company's Current Report on Form 8-K filed on November 8, 2017 and
as further described under Item 8.01 below.



Security Agreement



In connection with the Revolving Note, the Company and Mr. Drexler entered into
a security agreement dated October 4, 2019 (the "Security Agreement") pursuant
to which the Revolving Note is secured by all of the assets and properties of
the Company and its subsidiaries whether tangible or intangible.



A copy of the Revolving Note and the Security Agreement are attached to this
Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are
incorporated herein by reference as though fully set forth herein. The foregoing
summary description of the Revolving Note and the Security Agreement is not
intended to be complete and is qualified in its entirety by the complete text of
the Revolving Note and the Security Agreement.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement.



The information set forth in Item 1.01 is incorporated by reference herein.





Item 8.01 Other Events.

Crossroads Letter Agreement



In connection with the Revolving Note, Mr. Drexler entered into a letter
agreement with Crossroads Financial Group, LLC ("Crossroads") and the Company
(the "Crossroads Letter Agreement") acknowledging (i) that the Revolving Note is
a secondary obligation under the subordination agreement Mr. Drexler entered
into with Crossroads on September 30, 2017 (as amended November 3, 2017, "the
"Subordination Agreement") and (ii) that the Revolving Note and all
indebtedness, liabilities arising thereunder are subject to the Subordination
Agreement in all respects. A copy of the Crossroads Letter Agreement is attached
to this Current Report on Form 8-K as Exhibit 99.1.




Item 9.01

(d) Exhibits

Exhibit No. Description
10.1 Secured Revolving Promissory Note, dated October 4, 2019, between
MusclePharm Corporation and Ryan Drexler
10.2 Security Agreement, dated October 4, 2019, between MusclePharm
Corporation
and Ryan Drexler
99.1 Letter Agreement, dated October 4, 2019, between Crossroads Financial
Group, LLC, MusclePharm Corporation and Ryan Drexler




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