Ryan Drexler
Exhibit 99.1
Xxxx Xxxxxxx
October
4, 2019
Crossroads Financial, LLC
0000
Xxxxxx Xxxxx Xxxxxxx, Xxxxx 000
Xxxx
Xxxxx, Xxxxxxx 00000
Re: Promissory
Note
Ladies and Gentlemen:
Reference is made to that certain Subordination
Agreement, dated September 30, 2017 (as amended, the
“Subordination
Agreement”), by and
between Xxxx Xxxxxxx (“Creditor”) and Crossroads Financial, LLC
(“Lender”). Capitalized terms used and not otherwise
defined herein shall have the meanings given to them in the
Subordination Agreement.
Reference is
further made to that certain Secured Revolving Promissory Note,
dated October 4, 2019, by and between MusclePharm Corporation
(“Borrower”) and
Creditor (the “Promissory Note”).
In consideration of the foregoing, and for other
good and valuable consideration, the receipt and sufficiency of
which is acknowledged, it is acknowledged, confirmed and agreed
that (a) the Secondary Obligations include, without limitation,
all existing and future indebtedness, liabilities and
obligations evidenced by or arising under the Promissory Note and
(b) all such indebtedness, liabilities and obligations evidenced by
or arising under the Promissory Note, and any liens securing the
same, are subject to the Subordination Agreement in all
respects.
The
effectiveness of this letter agreement shall be subject to the
receipt by Lender of an original (or electronic copy) of this
letter agreement executed by each of Creditor and Borrower. Except
as modified pursuant hereto, no other changes or modifications to
the Subordination Agreement are intended or implied and in all
other respects the Subordination Agreement is hereby specifically
ratified, restated and confirmed by all parties hereto as of the
date hereof. To the extent of conflict between the terms of this
letter agreement and the Subordination Agreement, the terms of this
letter agreement shall control. The rights and obligations
hereunder of each of the parties hereto shall be governed by and
interpreted and determined in accordance with the internal laws of
the State of North Carolina (without giving effect to principles of
conflict of laws).
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This
letter agreement may be signed in counterparts, each of which shall
be an original and all of which taken together constitute one
agreement. In making proof of this letter agreement, it shall not
be necessary to produce or account for more than one counterpart
signed by the party to be charged. Delivery of an executed
counterpart of this letter agreement electronically or by facsimile
shall be effective as delivery of an original executed counterpart
of this letter agreement.
Very
truly yours,
/s/ Xxxx Xxxxxxx
Xxxx
Xxxxxxx, as Creditor
ACKNOWLEDGED AND
AGREED:
CROSSROADS
FINANCIAL, LLC, as Lender
By:
_/s/ Xxx
Haskin______________
Name:
_Lee
Haskin______________
Title:
___CEO___________________
MUSCLEPHARM
CORPORATION, as Borrower
By:
_/s/ Xxxxx
Casutto_____________
Name:
_Brian
Casutto____________
Title:
_EVP, Sales &
Marketing_____
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