Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: September 12, 2014

(Date of earliest event reported)

MusclePharm Corporation

(Exact name of registrant as specified in its charter)

NEVADA		000-53166		77-0664193
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4721 Ironton Street, Building A

Denver, Colorado 80239

(Address of principal executive offices) (Zip Code)

(303) 396-6100

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).

ITEM 1.01	Entry Into a Material Definitive Agreement.

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

On September 12, 2014, MusclePharm Corporation, a Nevada Corporation (the “Company” or “we” or “our” or “us”) entered into a revolving credit facility (the “Credit Facility”) with ANB Bank (“ANB”), pursuant to which the Company and ANB executed a Promissory Note (the “Note”) and a Commercial Loan Agreement (the “Loan Agreement”), each attached hereto as Exhibit 10.1 and 10.2, respectively, pursuant to which the Company may borrow, from ANB, up to $8,000,000, subject to certain terms and conditions as further described in the Loan Documents (as defined below).

Availability. Availability under the Credit Facility is up to $8,000,000 (the “Loan”).

Maturity and Security. The Note matures on September 12, 2017. Loans made pursuant to Loan Agreement are secured by (i) a security interest in all of the Company’s inventory, (ii) all of the Company’s accounts receivable or other payments due, (iii) all the Company’ general intangible properties, including, but not limited to, tax refunds, intellectual property and customer lists, and (iv) all the Company’s equipment, pursuant to the Security Agreement entered into by and between the Company and ANB (the “Security Agreement”), as attached hereto as Exhibit 10.3 (the Security Agreement together with the Note and Loan Agreement are collectively referred to herein as the “Loan Documents”).

Interest Rates. Beginning upon execution of the Loan Documents and until September 13, 2014, interest on any unpaid balance shall accrue at a rate of 5.250% per annum. After such date the interest rate may change based upon the following calculation:

The interest rate, after September 13, 2014 (the “Variable Interest Rate”), shall be based upon the Wall Street Journal U.S. Prime Rate (as defined in the Loan Documents). The Variable Interest Rate shall be Current Index (as defined in the Loan Documents) plus 2%. At no point will the Variable Interest Rate be below 5.250%.

If in the event of default the Company, under its obligation pursuant to the Loan Documents, ANB may increase the interest rate of 2.33% per month.

Fees. The Note and Loan Agreement contains certain fees, including closing fees, servicing fees, UCC fees, late fees, and loan fees. The Loan Agreement also contains a termination fee if the Credit Facility is refinanced with a third party lender as follows:

$240,000 if the Credit Facility is refinanced during the first 12-month term;

$160,000 if the Credit Facility is refinanced during the second 12-month term; and

$80,000 f if the Credit Facility is refinanced during the final 12-month term.

Covenants. Subject to customary carve-outs, the Loan Agreement contains customary negative covenants and restrictions for agreements of this type on actions by the Company including, without limitation, restrictions on indebtedness, liens, investments, loans, consolidation, mergers, dissolution, asset dispositions outside the ordinary course of business, change in business, transactions with affiliates, bankruptcy, insolvency, change of control and changes relating to indebtedness. In addition, the Loan Agreement requires compliance by the Company with the following covenants: (i) during each calendar quarter within the Credit Facility term, the Company 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, (ii) the Company shall not, with ANB’s prior written consent incur (A) additional debt obligations during any 12-month period that, in the aggregate shall exceed $250,000, or (B) any individual debt obligation that exceeds $100,000, (iii) the Company to maintain a market capitalization of $65,000,000, (iv) the Company shall not enter into, without the prior written consent of ANB, any cash transaction, other than in the ordinary course of business, in excess of $1,000,000, which shall include dividends or other distributions, (v) for each calendar quarter of the term of the Loan, the Company shall maintain on deposit with ANB quarterly average collected compensating balances in excess of $1,200,000, (vi) through the term of the Loan the Company shall maintain a debt service coverage ratio of at least 2.0:1, and (vii) throughout the term of the Loan the Company shall maintain a current ratio of at least 1.5:1.

Events of Default. The Loan Documents contain customary events of default, including, without limitation, non-payment of principal, interest or fees, violation of certain covenants, inaccuracy of representations and warranties in any material respect, cross defaults with certain other indebtedness and agreements, property value decrease, business termination, and merger or name change without notifying ANB.

The above description of the Note, Loan Agreement and the Security Agreement does not purport to be complete and is qualified in its entirety by the full text of such documents, which are attached hereto as Exhibit 10.1, 10.2, and 10.3, respectively.

Risk Factors

Our cash flows and capital resources may be insufficient to make required payments on our indebtedness and future indebtedness.

Our indebtedness could have important consequences to you. For example, it could:

•

make it difficult for us to satisfy our debt obligations;

•

make us more vulnerable to general adverse economic and industry conditions;

•

limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions and other general corporate requirements;

•

expose us to interest rate fluctuations because the interest rate on the debt under the Credit Facility is variable;

•

require us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow for operations and other purposes;

•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and

•

place us at a competitive disadvantage compared to competitors that may have proportionately less debt and greater financial resources.

In addition, our ability to make scheduled payments or refinance our obligations depends on our successful financial and operating performance, cash flows and capital resources, which in turn depend upon prevailing economic conditions and certain financial, business and other factors, many of which are beyond our control. These factors include, among others:

•

economic and demand factors affecting our industry;

•

pricing pressures;

•

increased operating costs;

•

competitive conditions; and

•

other operating difficulties.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt. In the event that we are required to dispose of material assets or operations to meet our debt service and other obligations, the value realized on such assets or operations will depend on market conditions and the availability of buyers. Accordingly, any such sale may not, among other things, be for a sufficient dollar amount. Our obligations pursuant to the Loan Documents are secured by a security interest in all of our operating company's inventories, receivables and proceeds from those items. The foregoing encumbrances may limit our ability to dispose of material assets or operations. We also may not be able to restructure our indebtedness on favorable economic terms, if at all.

We may incur additional indebtedness in the future, including pursuant to the Loan Documents. Our incurrence of additional indebtedness would intensify the risks described above.

The Loan Documents governing our indebtedness contain various covenants limiting the discretion of our management in operating our business.

The Loan Documents contain, subject to certain carve-outs, various restrictive covenants that limit our management's discretion in operating our business. In particular, these instruments limit our ability to, among other things:

•

incur additional debt;

•

grant liens on assets;

•

make investments, including capital expenditures;

•

sell or acquire assets outside the ordinary course of business;

•

engage in transactions with affiliates; and

•

make fundamental business changes.

The Loan Documents require us to (i) maintain certain financial ratios and (ii) limit our capital expenditures (to the extent we require additional financings). If we and our subsidiaries fail to comply with the restrictions in the Loan Documents, a default may allow the creditors under the relevant instruments to accelerate the related debt and to exercise their remedies under these agreements, which will typically include the right to declare the principal amount of that debt, together with accrued and unpaid interest and other related amounts, immediately due and payable, to exercise any remedies the creditors may have to foreclose on assets that are subject to liens securing that debt and to terminate any commitments they had made to supply further funds. The Loan Documents governing our indebtedness also contain various covenants that may limit our ability to pay dividends.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.

Exhibit No.	Description

10.1	Promissory Note, dated September 12, 2014, between MusclePharm Corporation and ANB Bank.
10.2	Commercial Loan Agreement, dated September 12, 2014, between MusclePharm Corporation and ANB Bank.
10.3	Security Agreement, dated September 12, 2014, between MusclePharm Corporation and ANB Bank.
99.1	MusclePharm Corporation Press Release issued September 17, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MUSCLEPHARM CORPORATION

Dated: September 16, 2014
	By:	/s/ Brad J. Pyatt
	Name:	Brad J. Pyatt
	Title:	Chief Executive Officer and President

Exhibit 10.1

LOAN NUMBER

0135164201

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%

Creditor Use Only

NOTE DATE

09/12/14

MATURITY DATE

09/12/17

INITIALS

1286

LOAN PURPOSE

Commercial

PROMISSORY NOTE

(Commercial - Revolving Draw)

DATE AND PARTIES. The date of this Promissory Note (Note) is September 12, 2014. The parties and their addresses are:

LENDER:

ANB BANK

3033 E. First Avenue

Denver, CO 80206

Telephone: (303) 394-5100

BORROWER:

MUSCLEPHARM CORPORATION

a Nevada Corporation

4721 Ironton Street #A

Denver, CO 80239

DEFINITIONS. A s used in this Note, the terms have the following meanings:

Pronouns. The pronouns "I," "me," and "my" refer to each Borrower signing this Note, 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 Note. "You" and "Your" refer to the Lender, any participants or syndicators, successors and assigns, or any person or company that acquires an interest in the Loan.

Note. Note refers to this document, and any extensions, renewals, modifications and substitutions of this Note.

Loan. Loan refers to this transaction generally, including obligations and duties arising from the terms of all documents prepared or submitted for this transaction such as applications, security agreements, disclosures or notes, and this Note. ,

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

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

Percent. Rates and rate change limitations are expressed as annualized percentages.

Dollar Amounts. All dollar amounts will be payable in lawful money of the United States of America.

PROMISE TO PAY. For value received, I promise to pay you or your order, at your address, or at such other location as you may designate, amounts advanced

from time to time under the terms of this Note up to the maximum outstanding principal balance of $8,000,000.00 (Principal), plus interest from the date of disbursement, on the unpaid outstanding Principal balance until this Note is paid in full and you have no further obligations to make advances to me under the Loan.

I may borrow up to the Principal amount more than one time.

All advances made will be made subject to all other terms and conditions of the Loan.

INTEREST. Interest will accrue on the unpaid Principal balance of this Note at the rate of 5.250 percent (Interest Rate) until September 13, 2014, after which time it may change as described in the Variable Rate subsection.

Interest After Default. If you declare a default under the terms of the Loan, including for failure to pay in full at maturity, you may increase the Interest Rate payable on the outstanding Principal balance of this Note. In such event, interest will accrue on the outstanding Principal balance at 28.000 percent until paid in full.

Maximum Interest Amount. Any amount assessed or collected as interest under the terms of this Note will be limited to the maximum lawful amount of interest allowed by state or federal law, whichever is greater. A mounts collected in excess of the maximum lawful amount will be applied first to the unpaid Principal balance. Any remainder will be refunded to me.

Statutory Authority. The amount assessed or collected on this Note is authorized by the Colorado usury laws under Colo. Rev. Stat. § 5-12- 103.

Accrual. Interest accrues using an Actual/360 days counting method.

Variable Rate. The Interest Rate may change during the term of this transaction.

(1)

Index. Beginning with the first Change Date, the Interest Rate will be based on the following index: the base rate on corporate loans posted by at least 70% of the 1O largest U.S. banks known as the Wall Street Journal U.S. Prime Rate.

The Current Index is the most recent index figure available on each Change Date. You do not guaranty by selecting this Index, or the margin, that the Interest Rate on this Note will be the same rate you charge on any other loans or class of loans you make to me or other borrowers. If this Index is no longer available, you will substitute a similar index. You will give me notice of your choice.

(2)

Change Date. Each date on which the Interest Rate may change is called a Change Date. The Interest Rate may change September 13, 20 14 and daily thereafter.

(3)

Calculation Of Change. On each Change Date you will calculate the Interest Rate, which will be the Current Index plus 2.000 percent. Subject to any limitations, this will be the Interest Rate until the next Change Date. The new lnterest Rate will become effective on each Change Date. The Interest Rate and other charges on this Note will never exceed the highest rate or charge allowed by law for this Note.

(4)

Limitations. The Interest Rate changes are subject to the following limitations:

(a)

Lifetime. The Interest Rate will never be less than 5.250 percent.

(5)

Effect Of Variable Rate. A change in the Interest Rate will have the following effect on the payments: The amount of scheduled payments will change.

ADDITIONAL CHARGES. As additional consideration, I agree to pay, or have paid, these additional fees and charges.

Nonrefundable Fees and Charges. The following fees are earned when collected and will not be refunded if I prepay this Note before the scheduled maturity date.

Doc Prep Fee. A(n) Doc Prep Fee fee of $250.00 payable from separate funds on or before today's date.

UCC Recording. A(n) UCC Recording fee of $16.00 payable from separate funds on or before today's date.

Loan. A(n) Loan fee of $80,000.00 payable from separate funds on or before today's date.

REMEDIAL CHARGES. In addition to interest or other finance charges, I agree that I will pay these additional fees based on my method and pattern of payment.

Additional remedial charges may be described elsewhere in this Note.

Late Charge. If a payment is more than 10 days late, I will be charged 5.000 percent of the Amount of Payment or $25.00, whichever is greater. I will pay this late charge promptly but only once for each late payment.

GOVER NING AGREEMENT. This Note is further governed by the Commercial Loan Agreement executed between you and me as a part of this Loan, as modified, amended or supplemented. The Commercial Loan Agreement states the terms and conditions of this Note, including the terms and conditions under which the maturity of this Note may be accelerated. When I sign this Note, I represent to you that I have reviewed and am in compliance with the terms contained in the Commercial Loan Agreement.

PAYMENT. I agree to pay all accrued interest on the balance outstanding from time to time in regular payments beginning October 12, 2014, then on the same day of each month thereafter. A final payment of the entire unpaid outstanding balance of Principal and interest will be due September 12, 2017.

MusclePharm Corporation

Colorado Promissory Note

C0/4 DAISY.CA00000000000674042091014N

Payments will be rounded to the nearest $.01. With the final payment I also agree to pay any additional fees or charges owing and the amount of any advances you have made to others on my behalf. Payments scheduled Jo be paid on the 29^th, 30^th or 31^st day of a month that contains no such day will, instead, be made on the last day of such month.

Interest payments will be applied first to any charges I owe other than late charges, then to accrued, but unpaid interest, then to late charges. Principal payments will be applied first to the outstanding Principal balance, then to any late charges. If you and I agree to a different application of payments, we will describe our agreement on this Note. The actual amount of my final payment will depend on my payment record.

PREPAYMENT. I may prepay this Loan in full or in part at any time. Any partial prepayment will not excuse any later scheduled payments until I pay in full.

LOAN PURPOSE. The purpose of this Loan is for working capital line of credit.

10.

ADDITIONAL TERMS. Borrower to pay a termination penalty if the credit line is refinanced with another lender. The penalty will be $240,000.00 for the first 12-month term, $160,000.00 for the second 12-month term, and $80,000.00 of the final 12-month term of the agreement.

IMPROVED REAL ESTATE: If this note is secured by improved real property, and should the real property at any time become located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance for the full unpaid principal balance of the loan and any prior liens on 'the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan.

GOVERNING LAW, WAIVER OF JURY TRIAL AND CERTAIN DAMAGES. I, BY MY EXECUTION OF THIS AGREEMENT, ACKNOWLEDGE AND AGREE THAT IN CONNECTION WITH ANY LITIGATION, ACTION , CLAIM, SUIT OR PROCEEDING, AT LAW OR IN EQUITY, AR ISING OUT OF, PERTAINING TO OR IN ANY WAY ASSOCIATED WITH THIS AGREEMENT, THE LOAN, THE PROPERTY, ANY SECURITY RELATING TO THE LOAN OR ANY OTHER LOAN DOCUMENTS, YOUR RELATIONSHIP WITH ME OR THE ACTIONS OF THE PARTIES HERETO IN CONNECTION WITH ANY OF THE FOREGOING, (i) THE PARTIES WAIVE ABSOLUTELY, IRREVOCABLY AND UNCONDITIONALLY TRIAL BY JURY AND THE RIGHT TO CLAIM OR RECEIVE CONSEQUENTIAL (THAT IS, SPECIAL OR INDIRECT) OR PUNITIVE DAMAGES, (ii) YOU AND WE AGREE THAT ANY PROCEEDING RELATING TO THE FOREGOING WILL BE LITIGATED IN THE STATE OR FEDERAL COURTS LOCATED IN THE STATE OF NEVADA AND CONSENT AND SUBMIT TO THE JURISDICTION OF SUCH COURTS, AGREE TO INSTITUTE ANY SUCH LITIGATION IN SUCH COURTS, CONSENT TO SERVICE OF PROCESS BY MAIL AND WAIVE ANY RIGHT WE MAY HAV E TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT IN SUCH COURTS ARIS ING OUT OF THE MATTERS DESCRIBED ABOVE.

LATE FEES. In addition to any other amounts payable under any Loan Document, if any monthly or other periodic payment of principal, interest or any other amount payable by me is not paid within 10 days after it is due, I will also immediately pay a late fee equal to the greater of 5% of the delinquent payment or $25 (or, if less, the maximum amount permitted by applicable law). Such amount shall be immediately due under this Note and my obligation to pay it shall be an additional obligation secured by the Property and shall not limit any other rights or remedies you may have in connection with any default that may exist by virtue of such late payment or otherwise.

11.

SECURITY. The Loan is secured by separate security instruments prepared together with this Note as follows:

Document Name	Parties to Document
Security Agreement - MusclePharm Corporation	MusclePharm Corporation

12.

DUE ON SALE OR ENCUMBRANCE. You may, at your option, declare the entire balance of this Note to be immediately due and payable upon the creation of, or contract for the creation of, any lien, encumbrance, transfer or sale of all or any part of the Property. This right is subject to the restrictions imposed by federal law, as applicable. However, if I am in default under this Agreement, I may not sell the inventory portion of the Property even in the ordinary course of business.

13.

WAIVERS AND CONSENT. To the extent not prohibited by law, I waive protest, presentment for payment, demand, notice of acceleration, notice of intent to accelerate and notice of dishonor.

Additional Waivers By Borrower. In addition, I, and any party to this Note and Loan, to the extent permitted by law, consent to certain actions you may take, and generally waive defenses that may be available based on these actions or based on the status of a party to this Note.

(1)

You may renew or extend payments on this Note, regardless of the number of such renewals or extensions.

(2)

You may release any Borrower, endorser, guarantor, surety, accommodation maker or any other co-signer.

(3)

You may release, substitute or impair any Property securing this Note.

(4)

You, or any institution participating in this Note, may invoke your right of set-off.

(5)

You may enter into any sales, repurchases or participations of this Note to any person in any amounts and I waive notice of such sales, repurchases or participations.

(6)

I agree that any of us signing this Note as a Borrower is authorized to modify the terms of this Note or any instrument securing, guarantying or relating to this Note.

No Waiver By Lender. Your course of dealing, or your forbearance from, or delay in, the exercise of any of your rights, remedies, privileges or right to insist upon my strict performance of any provisions contained in this Note, or any other Loan Document, shall not be construed as a waiver by you, unless any such waiver is in writing and is signed by you.

14.

COMMISSIONS. I understand and agree that you (or your affiliate) will earn commissions or fees on any insurance products, and may earn such fees on other services that I buy through you or your affiliate.

15.

APPLICABLE LAW. This Note 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 stale 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.

16.

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. This Note shall inure to the benefit of and be enforceable by you and your successors and assigns and shall be binding upon and enforceable against me and my personal representatives, successors, heirs and assigns.

17.

AMENDMENT, INTEGRATION AND SEVERABILITY. This Note may not be amended or modified by oral agreement. No amendment or modification of this Note is effective unless made in writing and executed by you and me. This Note and the other Loan Documents are the complete and final expression of the agreement. If any provision of this Note is unenforceable, then the unenforceable provision will be severed and the remaining provisions will still be enforceable. No present or future agreement securing any other debt I owe you will secure the payment of this Loan if, with respect to this loan, you fail to fulfill any necessary requirements or conform to any limitations of Regulations Z and X that are required for loans secured by the Property or if, as a result, this Loan would become subject to Section 670 of the John Warner National Defense Authorization Act for Fiscal Year 2007.

18.

INTERPRETA TION. Whenever used, the singular includes the plural and the plural includes the singular. The section headings are for convenience only and are not 10 be used to interpret or define the terms of this Note.

19.

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 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.

20.

CREDIT INFORMATION. I agree to supply you with whatever information you reasonably feel you need to decide whether to continue this Loan. You will make requests for this information without undue frequency, and will give me reasonable time in which to supply the information.

21.

ERRORS AND OMISSIONS. I agree, if requested by you. to fully cooperate in the correction, if necessary, in the reasonable discretion of you of any and all loan closing documents so that all documents accurately describe the loan between you and me. I agree to assume all costs including by way of illustration and not limitation, actual expenses, legal fees and marketing losses for failing to reasonably comply with your requests within thirty (30) days.

22.

WAIVER OF JURY TRIAL. All of the parties to this Note 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 Note 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 counselor that each party had the opportunity to do so.

23.

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

MusclePharm Corporation

Colorado Promissory Note

C0/4 DAISY.CA00000000000674042091014N

BORROWER:

LENDER:

MusclePharm Corporation

Colorado Promissory Note

C0/4 DAISY.CA00000000000674042091014N

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

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

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

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.

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.

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

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.

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

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

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).

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.

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.

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

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

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 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

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

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

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.

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

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

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

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

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.

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

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

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

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

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

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

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.

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

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.

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

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

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.

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

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.

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.

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

Exhibit 10.3

SECURITY AGREEMENT

DATE A ND PARTIES. The date of this Security Agreement {Agreement) is September 12, 2014. The parties and their addresses are:

SECURED PARTY:

ANB BANK

3033 E. First Avenue

Denver, CO 80206

DEBTOR:

MUSCLEPHARM CORPORATION

a Nevada Corporation

4721 Ironton Street # A

Denver, CO 80239

The pronouns "you" and "your" refer to the Secured Party. The pronouns "I," "me" and "my" refer to each person or entity signing this Agreement as Debtor and agreeing to give the Property described in this Agreement as security for the Secured Debts.

SECURED DEBTS. The term "Secured Debts" includes and this Agreement will secure each of the following:

Specific Debts. The following debts and all extensions, renewals, refinancings, modifications and replacements. A promissory note or other agreement, No. 0135 164201, dated September 12, 2014, from me to you, in the amount of $ 8,000,000.00.

All Debts. All present and future debts from me to you, even if this Agreement is not specifically referenced, the future debts are also secured by other collateral, or if the future debt is unrelated to or of a different type than this debt. If more than one person signs this Agreement, each agrees that it will secure debts incurred either individually or with others who may not sign this Agreement. Nothing in this Agreement constitutes a commitment to make additional or future loans or advances. Any such commitment must be in writing.

This Agreement will not secure any debt for which you fail to give any required notice of the right of rescission. This Agreement will not secure any debt for which a non-possessory, non-purchase money security interest is created in "household goods" in connection with a "consumer loan," as those terms are defined by federal law governing unfair and deceptive credit practices. In addition, this Agreement will not secure any other debt if, with respect to such other debt, you fail to fulfill any necessary requirements or conform to any limitations of Regulations Z and X that are required for loans secured by the Property or if, as a result, the other debt would become subject to Section 670 of the John Warner National Defense Authorization Act for Fiscal Year 2007.

Sums Advanced. All sums advanced and expenses incurred by you under the terms of this Agreement.

Loan Documents refer to all the documents executed in connection with the Secured Debts.

SECURITY INTEREST. To secure the payment and performance of the Secured Debts, I grant you a security interest in all of the Property described in this Agreement that I own or have sufficient rights in which to transfer an interest, now or in the future, wherever the Property is or will be located, and all proceeds and products from the Property (including, but not limited to, all parts, accessories, repairs, replacements, improvements, and accessions to the Property). Property is all the collateral given as security for the Secured Debts and described in this Agreement, and includes all obligations that support the payment or performance of the Property. "Proceeds" includes cash proceeds, non-cash proceeds and anything acquired upon the sale, lease, license, exchange, or other disposition of the Property; any rights and claims arising from the Property; and any collections and distributions on account of the Property.

This Agreement remains in effect until terminated in writing, even if the Secured Debts are paid and you are no longer obligated to advance funds to me under any loan or credit agreement.

PROPERTY DESCRIPTION. The Property is described as follows:

Inventory. All inventory which I hold for ultimate sale or lease, or which has been or will be supplied under contracts of service, or which are raw materials, work in process, or materials used or consumed in my business. "Inventory" means goods, other than farm products, which: {A) are leased by a person as lessor; {B) are held by a person for sale or lease or to be furnished under a contract of service; {C) are furnished by a person under a contract of service; or (0) consist of raw materials, work in process, or materials used or consumed in a business. The term "Inventory" is as defined by the Uniform Commercial Code and further as modified or amended by the laws of the jurisdiction which governs this transaction.

Accounts and Other Rights to Payment. All rights I have now or in the future to payments including, but not limited to, payment for property or services sold, leased, rented, licensed, or assigned, whether or not I have earned such payment by performance. This includes any rights and interests (including all liens and security interests) which I may have by law or agreement against any Account Debtor or obligor of mine. "Account" means a right to payment of a monetary obligation, whether or not earned by performance, (i) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, {ii) for services rendered or to be rendered, {iii) for a policy of insurance issued or to be issued, (iv) for a secondary obligation incurred or to be incurred, (v) for energy provided or to be provided, (vi) for the use or hire of a vessel under a charter or other contract, (vii) arising out of the use of a credit or charge card or information contained on or for use with the card, or (viii) as winnings in a lottery or other game of chance operated or sponsored by a State, governmental unit of a State, or person licensed or authorized to operate the game by a State or governmental unit of a State. The term includes health-care-insurance receivables. The term "Accounts" does not include (i) rights to payment evidenced by chattel paper or an instrument, (ii) commercial tort claims, (iii) deposit accounts, liv) investment property, (v) letter-of-credit rights or letters of credit or rights to payment, or (vi) rights to payment for money or funds advanced or sold, other than rights arising out of the use of a credit or charge card or information contained on or for use with the card. The 'term "Accounts" is as defined by the Uniform Commercial Code and further as modified or amended by the laws of the jurisdiction which governs this transaction.

General Intangibles. All general intangibles including, but not limited to, tax refunds, applications for patents, patents, copyrights, trademarks, trade secrets, good will, trade names, customer lists, permits and franchises, payment intangibles, computer programs and all supporting information provided in connection with a transaction relating to computer programs, and the right to use my name. "General intangible" means any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money , and oil, gas, or other minerals before extraction. The term includes payment intangibles and software. The term "General Intangibles" is as defined by the Uniform Commercial Code and further as modified or amended by the laws of the jurisdiction which governs this transaction.

Equipment. All equipment including, but not limited to, all machinery, vehicles, furniture, fixtures, manufacturing equipment, farm machinery and equipment, shop equipment, office and recordkeeping equipment, and parts and tools. All equipment described in a list or schedule which I give to you will also be included in the Property, but such a list is not necessary for a valid security interest in my equipment. "Equipment" means goods other than inventory, farm products, or consumer goods. The term "Equipment" is as defined by the Uniform Commercial Code and further as modified or amended by the laws of the jurisdiction which governs this transaction.

WARRANTIES A ND REPRESENTATIONS. I make to you the following warranties and representations which will continue as long as this Agreement is in effect:

Authority. The execution, delivery and performance of this Agreement and the obligation evidenced by this Agreement 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.

Name and Location. My name indicated in the DATE AND PARTIES section is my exact legal name. I am an entity organized and registered under the laws of Nevada. I will provide verification of registration and location upon your request. I will provide you with at least 30 days notice prior to any change in my name, address, or state of organization or registration.

Business Name. Other than previously disclosed in writing to you I have not changed my name or principal place of business within the last 10 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.

Ownership of Property. I represent that I own all of the Property. Your claim to the Property is ahead of the claims of any other creditor, except as disclosed in writing to you prior to any advance on the Secured Debts. I represent that I am the original owner of the Property and, if I am not, that I have provided you with a list of prior owners of the Property.

DUTIES TOWARD PROPERTY.

Protection of Secured Party’s Interest. I will defend the Property against any other claim. I agree to do whatever you require to protect your security interest and to keep your claim in the Property ahead of the claims of other creditors. I will not do anything to harm your position.

I will keep books, records and accounts about the Property and my business in general. I will let you examine these and make copies at any reasonable time. I will prepare any report or accounting you request which deals with the Property.

MusclePharm Corporation

Colorado Security Agreement

C0/4DA ISY.CA00000000000674042091014N

Wolters Kluwer Financial Services @ 1996, 2014 Bankers Systems

Use, Location, and Protection of the Property. I will keep the Property in my possession and in good repair. I will use it only for commercial purposes. I will not change this specified use without your prior written consent. You have the right of reasonable access to inspect the Property and I will immediately inform you of any loss or damage to the Property. I will not cause or permit waste to the Property.

I will keep the Property at my address listed in the DATE AND PARTIES section unless we agree I may keep it at another location. If the Property is to be used in other states, I will give you a list of those states. The location of the Property is given to aid in the identification of the Property. It does not in any way limit the scope of the security interest granted to you. I will notify you in writing and obtain your prior written consent to any change in location of any of the Property. I will not use the Property in violation of any law. I will notify you in writing prior to any change in my address, name or, if an organization, any change in my identity or structure.

Until the Secured Debts are fully paid and this Agreement is terminated, I will not grant a security interest in any of the Property without your prior written consent. I will pay all taxes and assessments levied or assessed against me or the Property and provide timely proof of payment of these taxes and assessments upon request.

Selling, Leasing or Encumbering the Property. I will not sell, offer to sell, lease, or otherwise transfer or encumber the Property without your prior written permission, except for Inventory sold in the ordinary course of business at fair market value, or at a minimum price established between you and me. If I am in default under this Agreement, I may not sell the Inventory portion of the Property even in the ordinary course of business. Any disposition of the Property contrary to this Agreement will violate your rights. Your permission to sell the Property may be reasonably withheld without regard to the creditworthiness of any buyer or transferee. I will not permit the Property to be the subject of any court order affecting my rights to the Property in any action by anyone other than you. If the Property includes chattel paper or instruments, either as original collateral or as proceeds of the Property, I will note your security interest on the face of the chattel paper or instruments.

Additional Duties Specific to Accounts. I will not settle any Account for less than its full value without your written permission. Until you tell me otherwise, I will collect all Accounts in the ordinary course of business. I will not dispose of the Accounts by assignment without your prior written consent. I will keep the proceeds from all the Accounts and any goods which are returned to me or which I take back. I will not commingle them with any of my other property. I will deliver the Accounts to you at your request. If you ask me to pay you the full price on any returned items or items retaken by me, I will do so. I will make no material change in the terms of any Account, and I will give you any statements , reports, certificates, lists of Account Debtors (showing names, addresses and amounts owing}, invoices applicable to each Account, and other data in any way pertaining to the Accounts as you may request.

INSURANCE. I agree to keep the Property insured against the risks reasonably associated with the Property. I will maintain this insurance in the amounts you require. This insurance will last until the Property is released from this Agreement. I may choose the insurance company, subject to your approval, which will not be unreasonably withheld.

I will have the insurance company name you as loss payee on any insurance policy. I will give you and the insurance company immediate notice of any loss. You may apply the insurance proceeds toward what is owed on the Secured Debts. You may require added security as a condition of permitting any insurance proceeds to be used to repair or replace the Property.

If you acquire the Property in damaged condition, my right to any insurance policies and proceeds will pass to you to the extent of the Secured Debts.

I will immediately notify you of cancellation or termination of insurance. If I fail to keep the Property insured, you may obtain insurance to protect your interest in the Property and I will pay for the insurance on your demand. You may demand that I pay for the insurance all at once, or you may add the insurance premiums to the balance of the Secured Debts and charge interest on it at the rate that applies to the Secured Debts. This insurance may include coverages not originally required of me, may be written by a company other than one I would choose, and may be written at a higher rate than I could obtain if I purchased the insurance. I acknowledge and agree that you or one of your affiliates may receive commissions on the purchase of this insurance.

COLLECT ION RIGHTS OF THE SECURED PARTY. Account Debtor means the person who is obligated on an account, chattel paper, or general intangible. I authorize you to notify my Account Debtors of your security interest and to deal with the Account Debtors' obligations at your discretion. You may enforce the obligations of an Account Debtor, exercising any of my rights with respect to the Account Debtors' obligations to make payment or otherwise render performance to me, including the enforcement of any security interest that secures such obligations. You may apply proceeds received from the Account Debtors to the Secured Debts or you may release such proceeds to me.

I specifically and irrevocably authorize you to exercise any of the following powers at my expense, without limitation, until the Secured Debts are paid in full:

demand payment and enforce collection from any Account Debtor or Obligor by suit or otherwise.

enforce any security interest, lien or encumbrance given to secure the payment or performance of any Account Debtor or any obligation constituting Property.

file proofs of claim or similar documents in the event of bankruptcy, insolvency or death of any person obligated as an Account Debtor

compromise, release, extend, or exchange any indebtedness of an Account Debtor.

take control of any proceeds of the Account Debtors' obligations and any returned or repossessed goods.

endorse all payments by any Account Debtor which may come into your possession as payable to me.

deal in all respects as the holder and owner of the Account Debtors' obligations.

AUTHORITY TO PERFORM. I authorize you to do anything you deem reasonably necessary to protect the Property, and perfect and continue your security interest in the Property. If I fail to perform any of my duties under this Agreement or any other Loan Document, you are authorized, without notice to me, to perform the duties or cause them to be performed.

These authorizations include, but are not limited to, permission to:

pay and discharge taxes, liens, security interests or other encumbrances at any time levied or placed on the Property.

pay any rents or other charges under any lease affecting the Property.

order and pay for the repair, maintenance and preservation of the Property.

file any financing statements on my behalf and pay for filing and recording fees pertaining to the Property.

place a note on any chattel paper indicating your interest in the Property.

take any action you feel necessary to realize on the Property, including performing any part of a contract or endorsing it in my name.

handle any suits or other proceedings involving the Property in my name.

prepare, file, and sign my name to any necessary reports or accountings.

make an entry on my books and records showing the existence of this Agreement.

notify any Account Debtor or Obligor of your interest in the Property and tell the Account Debtor or Obligor to make payments to you or someone else you name.

If you perform for me, you will use reasonable care. If you exercise the care and follow the procedures that you generally apply to the collection of obligations owed to you, you will be deemed to be using reasonable care. Reasonable care will not include: any steps necessary to preserve rights against prior parties; the duty to send notices, perform services or take any other action in connection with the management of the Property; or the duty to protect, preserve or maintain any security interest given to others by me or other parties. Your authorization to perform for me will not create an obligation to perform and your failure to perform will not preclude you from exercising any other rights under the law or this Agreement. All cash and non-cash proceeds of the Property may be applied by you only upon your actual receipt of cash proceeds against such of the Secured Debts, matured or unmatured, as you determine in your sole discretion.

If you come into actual or constructive possession of the Property, you will preserve and protect the Property. For purposes of this paragraph, you will be in actual possession of the Property only when you have physical, immediate and exclusive control over the Property and you have affirmatively accepted that control. You will be in constructive possession of the Property only when you have both the power and the intent to exercise control over the Property.

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

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

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, Obligor, or any co-signer, endorser, surety or guarantor of this Agreement or any other obligations Obligor has with you.

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

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

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

Other Agreements. I am in default on any other debt or agreement I have with you.

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.

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

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

MusclePharm Corporation

Colorado Security Agreement

C0/4DA ISY.CA00000000000674042091014N

Wolters Kluwer Financial Services @ 1996, 2014 Bankers Systems

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

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

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

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

10.

DUE ON SALE OR ENCUMBRANCE. You may, at your option, declare the entire balance of this Agreement to be immediately due and payable upon the creation of, or contract for the creation of, any lien, encumbrance, transfer or sale of all or any part of the Property. This right is subject to the restrictions imposed by federal law, as applicable. However, if I am in default under this Agreement, I may not sell the inventory portion of the Property even in the ordinary course of business.

11.

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

Acceleration. You may make all or any part of the amount owing by the terms of the Secured Debts immediately due.

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

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

Payments Made On My Behalf. Amounts advanced on my behalf will be immediately due and may be added to the Secured Debts.

Assembly of Property. You may require me to gather the Property and make it available to you in a reasonable fashion.

Repossession. You may repossess the Property so long as the repossession does not involve a breach of the peace. You may sell, lease or otherwise dispose of the Property as provided by law. You may apply what you receive from the disposition of the Property to your expenses, your attorneys' fees and legal expenses (where not prohibited by law), and any debt I owe you. If what you receive from the disposition of the Property does not satisfy the debt, I will be liable for the deficiency (where permitted by law). In some cases, you may keep the Property to satisfy the debt.

Where a notice is required, I agree that ten days prior written notice sent by first class mail to my address listed in this Agreement will be reasonable notice to me under the Colorado Uniform Commercial Code. If the Property is perishable or threatens to decline speedily in value, you may, without notice to me, dispose of any or all of the Property in a commercially reasonable manner at my expense following any commercially reasonable preparation or processing.

If any items not otherwise subject to this Agreement are contained in the Property when you take possession, you may hold these items for me at my risk and you will not be liable for taking possession of them.

Use and Operation. You may enter upon my premises and take possession of all or any part of my property for the purpose of preserving the Property or its value, so long as you do not breach the peace. You may use and operate my property for the length of time you feel is necessary to protect your interest, all without payment or compensation to me.

Waiver. 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 it the default continues or occurs again.

12.

WAIVER OF CLAIMS. I waive all claims tor loss or damage caused by your acts or omissions where you acted reasonably and in good faith.

13.

PERFECTION OF SECURITY INTEREST AND COSTS. I authorize you to tile a financing statement and/or security agreement, as appropriate, covering the Property. I will comply with, facilitate, and otherwise assist you in connection with obtaining perfection or control over the Property for purposes of perfecting your security interest under the Uniform Commercial Code. I agree to pay all taxes, fees and costs you pay or incur in connection with preparing, filing or recording any financing statements or other security interest filings on the Property. I agree to pay all actual costs of terminating your security interest.

14.

15.

JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS. Each Debtor's obligations under this Agreement are independent of the obligations of any other Debtor. You may sue each Debtor individually or together with any other Debtor. You may release any part of the Property and I will still be obligated under this Agreement for the remaining Property. Debtor agrees that you and any party to this Agreement may extend, modify or make any change in the terms of this Agreement or any evidence of debt without Debtor's consent. Such a change will not release Debtor from the terms of this Agreement. It you assign any of the Secured Debts, you may assign all or any part of this Agreement without notice to me or my consent, and this Agreement will inure to the benefit of your assignee to the extent of such assignment. You will continue to have the unimpaired right to enforce this Agreement as to any of the Secured Debts that are not assigned. This Agreement shall inure to the benefit of and be enforceable by you and your successors and assigns and any other person to whom you may grant an interest in the Secured Debts and shall be binding upon and enforceable against me and my personal representatives, successors, heirs and assigns.

16.

17.

16.

NOTICE AND ADD ITIONAL 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 Debtor will be deemed to be notice to all Debtors. I will inform you in writing of any change in my name, address or other application information. I will provide you any other, correct and complete information you request to effectively grant a security interest on the Property. 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 Agreement and to confirm your lien status on any Property. Time is of the essence.

19.

WAIVER 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 counselor that each party had the opportunity to do so.

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 Security Agreement

C0/4DA ISY.CA00000000000674042091014N

Wolters Kluwer Financial Services @ 1996, 2014 Bankers Systems

Exhibit 99.1

MusclePharm Enters into $8 Million Credit Facility

DENVER, CO – September 17, 2014 – MusclePharm Corporation (OTCQB: MSLP), a scientifically driven, performance-lifestyle sports nutrition company, today announced that the company entered into a revolving credit facility with ANB Bank for up to $8.0 million.

“We are pleased to have secured this credit facility, reflecting the strength and growth of MusclePharm,” said Brad Pyatt, CEO of MusclePharm. “Access to this additional source of capital provides us with further flexibility as we implement our growth initiatives.”

Further details of the new credit agreement are outlined in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission.

About MusclePharm

MusclePharm® is a scientifically-driven, performance lifestyle company that currently develops, manufactures, markets and distributes branded nutritional supplements. The company offers a complete range of powders, capsules, tablets and gels. Its portfolio of recognized brands, including MusclePharm® Hybrid and Core Series, Arnold Schwarzenegger Series™ and FitMiss™, are marketed and sold in more than 110 countries and available in over 35,000 retail outlets globally. These clinically-proven and scientific nutritional supplements are developed through a six-stage research process utilizing the expertise of leading nutritional scientists, doctors and universities. MusclePharm is the innovator of the sports nutrition industry. For more information, visit www.musclepharm.com.

Follow the company at http://www.facebook.com/MusclePharm and www.Twitter.com/MusclePharm

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Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Statements that are not a description of historical facts constitute forward-looking statements and may often, but not always, be identified by the use of such words as "expects", "anticipates", "intends", "estimates", "plans", "potential", "possible", "probable", "believes", "seeks", "may", "will", "should", "could" or the negative of such terms or other similar expressions. Actual results may differ materially from those set forth in this release due to the risks and uncertainties inherent in the Company's business. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, the Company's Quarter Reports on Form 10-Q and other filings submitted by the Company to the SEC, copies of which may be obtained from the SEC's website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement and the Company undertakes no obligation to revise or update this release to reflect events or circumstances after the date hereof.

Contact:

Matt Sheldon/Evan Pondel
PondelWilkinson Inc.
(310) 279-5980
investors@musclepharm.com