COMMON STOCK PURCHASE WARRANT MUSCLEPHARM CORPORATIONMusclePharm Corp • June 9th, 2022 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June [ ], 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from MusclePharm Corporation, a Nevada corporation (the “Company”), up to [ ] shares1 (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EQUITY PURCHASE AGREEMENT BY AND BETWEEN MUSCLEPHARM CORPORATION AND SOUTHRIDGE PARTNERS II, LP Dated November 4, 2011Equity Purchase Agreement • December 29th, 2011 • MusclePharm Corp • Pharmaceutical preparations • New York
THIS EQUITY PURCHASE AGREEMENT entered into as of the 4th day of November, 2011 (this “AGREEMENT”), by and between SOUTHRIDGE PARTNERS II, LP, Delaware limited partnership (“INVESTOR”), and MUSCLEPHARM CORPORATION, a Nevada corporation (the “COMPANY”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2013 • MusclePharm Corp • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of ___, 2013, among MusclePharm Corporation, a Nevada corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).
SECURITY AGREEMENTSecurity Agreement • July 20th, 2012 • MusclePharm Corp • Pharmaceutical preparations • Nevada
THIS SECURITY AGREEMENT (“Agreement”) is made as of this _____________, by and between MUSCLEPHARM CORPORATION, a Nevada corporation (the “Company”), in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Secured Party”).
PLACEMENT AGENCY AGREEMENT January 16, 2013Placement Agency Agreement • January 23rd, 2013 • MusclePharm Corp • Pharmaceutical preparations • Colorado
ContractMusclePharm Corp • November 14th, 2011 • Pharmaceutical preparations • Utah
THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MUSCLEPHARM CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBSCRIPTION AGREEMENTSubscription Agreement • March 28th, 2013 • MusclePharm Corp • Pharmaceutical preparations • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof between MusclePharm Corporation, a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”). The Company is conducting a private placement (the “Offering”) of shares (the “Shares” or the “Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $8.50 per Share.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 16th, 2012 • MusclePharm Corp • Pharmaceutical preparations
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of November 14, 2011, by and between MusclePharm Corporation, a Nevada corporation with offices at 4721 Ironton Street, Building A, Denver, CO 90839 (hereinafter called the “Company”), and Brad J. Pyatt, residing at 4721 Ironton Street, Building A, Denver, CO 80239 (hereinafter referred to as the “Executive”). This Agreement amends, restates and replaces in its entirety, the Original Agreement (as defined below).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 2nd, 2018 • MusclePharm Corp • Pharmaceutical preparations • Colorado
THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made and entered as of March __, 2018 and effective as of January 1, 2018 (the "Effective Date"), by and between MusclePharm Corporation, a Nevada Corporation (the "Company"), and Brian Casutto, an individual ("Executive"). The Company and Executive are sometimes referred to herein as a "party" or collectively as the "parties."
COMMITTED EQUITY FACILITY AGREEMENTCommitted Equity Facility Agreement • July 20th, 2012 • MusclePharm Corp • Pharmaceutical preparations • Nevada
This Committed Equity Facility Agreement (the “Agreement”) is dated as of the __________________, by and between TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Investor”) and MUSCLEPHARM CORPORATION, a Nevada corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 30th, 2013 • MusclePharm Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”)is dated as of August 26, 2013, between Biozone Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (the each a “Purchaser” and collectively, the “Purchasers”).
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • November 14th, 2011 • MusclePharm Corp • Pharmaceutical preparations • Utah
THIS NOTE AND WARRANT PURCHASE AGREEMENT, dated as of June 29, 2011 (this “Agreement”), is entered into by and between MUSCLEPHARM CORPORATION, a Nevada corporation (the “Company”), and INTER-MOUNTAIN CAPITAL CORP., a Delaware corporation, its successors or assigns (the “Buyer”).
Sixth Amended and Restated Security AgreementSecurity Agreement • December 3rd, 2020 • MusclePharm Corp • Pharmaceutical preparations • California
This Sixth Amended and Restated Security Agreement (this “Agreement”), dated as of November 29, 2020, is entered into between Ryan Drexler, an individual (“Grantee”), and MusclePharm Corporation, a Nevada corporation, as grantor (“Grantor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 19th, 2012 • MusclePharm Corp • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is dated as of July 10, 2012, by and between MUSCLEPHARM CORPORATION., a Nevada corporation (the “Company”), and the subscribers set forth on the signature pages affixed hereto (each a “Subscriber” and collectively, the “Subscribers”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 14th, 2011 • MusclePharm Corp • Pharmaceutical preparations • Colorado
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 15th day of September, 2011 (the “Effective Date”), by and between MUSCLE PHARM CORP., a Nevada corporation (the “Company”), and, John H. Bluher, an individual (the “Executive”). Company or Executive are sometimes referred to herein as “party” or collectively “parties”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 8th, 2017 • MusclePharm Corp • Pharmaceutical preparations • Nevada
This Indemnification Agreement (this “Agreement”) is made as of ______________ ___, _____, by and between MusclePharm Corporation, a Nevada corporation (the “Company”), and ______________________ (“Indemnitee”).
Form of Subscription AgreementForm of Subscription Agreement • January 8th, 2013 • MusclePharm Corp • Pharmaceutical preparations • New York
This Subscription Agreement (this “Agreement”) is dated as of [•] between MusclePharm Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”).
RESTRICTED STOCK AGREEMENT (Non-Assignable) [17% of grant] Shares of Restricted Stock of MusclePharm CorporationRestricted Stock Agreement • July 5th, 2013 • MusclePharm Corp • Pharmaceutical preparations • Nevada
THIS CERTIFIES that on July __, 2013, [NAME] (“Holder”) was granted [17% OF SHARE GRANTED] ([insert # = to 17% of shares granted]) shares of fully paid and non-assessable shares (“Shares”) of the Restricted Stock (par value $0.001 per share) of MusclePharm Corporation (the “Corporation”), a Nevada corporation. A determination of the Compensation Committee of the Board of Directors of the Company (the “Committee”) as to any questions which may arise with respect to the interpretation of the provisions of this award shall be final.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 16th, 2016 • MusclePharm Corp • Pharmaceutical preparations • Colorado
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 11th day of February 2016, by and between MusclePharm Corporation, a Nevada corporation headquartered at 4721 Ironton Street, Building A, Denver, Colorado 80239 (“Company”) and Ryan Drexler (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean February 10, 2016.
FORM OF PLACEMENT AGENCY AGREEMENTAgency Agreement • January 8th, 2013 • MusclePharm Corp • Pharmaceutical preparations • Colorado
MusclePharm Corporation, a Nevada corporation (the “Company”), proposes, subject to the terms and conditions herein, to issue and sell an aggregate of up to [•] shares (the “Shares”) of its Series D Convertible preferred stock, $0.001 par value per share (the “Series D Preferred”), which are convertible into shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), to certain investors in a registered offering. The terms of the Series D Preferred will be set forth in a certificate of designation (the “Certificate of Designation”) to be filed by the Company with the Secretary of State of the State of Nevada. The Company desires to engage GVC Capital LLC (the “Placement Agent”) as an exclusive placement agent in connection with such issuance and sale of the Shares.
SEPARATION AGREEMENTSeparation Agreement • August 10th, 2015 • MusclePharm Corp • Pharmaceutical preparations • New York
This Separation Agreement (the “Agreement”) is made as of the 19th day of May, 2015 (the “Effective Date”), by and between MusclePharm Corporation (“MusclePharm” or the “Company”), a Nevada corporation, and Mr. Andrew J. Lupo (“Resigning Director”) (Company and Resigning Director hereinafter referred to from time to time together as the “Parties”).
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • January 8th, 2013 • MusclePharm Corp • Pharmaceutical preparations • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this __ day of _____2013, by and among MusclePharm Corporation, a Nevada corporation (the “Company”), having an address at 4721 Ironton Street, Building A, Denver, CO 80239, GVC Capital LLC (the “Placement Agent”), having an address at 5350 S. Roslyn St., Suite 400, Greenwood Village, Colorado 80111 and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 950 Third avenue, 9th Floor, New York, NY 10022. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Post-Effective Amendment No. 1 to Form S-1, as filed with the Securities and Exchange Commission on January __, 2013 and as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto.
ASSET PURCHASE AGREEMENT by and among MUSCLEPHARM CORPORATION, BIOZONE LABORATORIES INC., and BIOZONE PHARMACEUTICALS, INC., BIOZONE LABORATORIES, INC., BAKER CUMMINS CORP. and Brian Keller DATED November 12, 2013 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 13th, 2013 • MusclePharm Corp • Pharmaceutical preparations • New York
MSLP, the Purchaser and the Sellers are at times collectively referred to herein individually as a “Party” and collectively as the “Parties.”
ContractMusclePharm Corp • December 3rd, 2020 • Pharmaceutical preparations • California
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
ContractNote • March 8th, 2012 • MusclePharm Corp • Pharmaceutical preparations • Colorado
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND IS A "RESTRICTED SECURITY" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE NOTE MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 10th, 2015 • MusclePharm Corp • Pharmaceutical preparations • Colorado
This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 24th day of June 2015, by and between MusclePharm Corporation, a Nevada corporation headquartered at 4721 Ironton Street, Building A, Denver, Colorado 80239 (“Company”) and Brad Pyatt, an individual residing at 11345 W. 38th AVE. Wheatridge, Co 80033 (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean January 1, 2015.
Separation and Release of Claims AgreementSeparation and Release of Claims Agreement • October 21st, 2014 • MusclePharm Corp • Pharmaceutical preparations • Colorado
This Separation and Release of Claims Agreement (this “Agreement”) is dated as of October 10, 2014 (the “Execution Date”), by and between MusclePharm Corporation, a Nevada corporation (the “Company”), on behalf of itself, its subsidiaries and other corporate affiliates and each of their respective employees, officers, directors, owners, shareholders and agents (collectively referred to herein as, the “Employer Group”), and Sydney Rollock (the “Employee”). The Company and the Employee are sometimes collectively referred to herein as the “Parties.”
ContractLoan and Security Agreement • October 21st, 2020 • MusclePharm Corp • Pharmaceutical preparations • California
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
CONSULTING AGREEMENTConsulting Agreement • July 19th, 2012 • MusclePharm Corp • Pharmaceutical preparations • New York
This Consulting Agreement (this "Agreement") is made and effective as of the 12th day of July, 2012, by and between MusclePharm Corporation, a Nevada corporation (the "Company"), and Melechdavid, Inc. ("Consultant").
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 14th, 2017 • MusclePharm Corp • Pharmaceutical preparations • Colorado
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the ___ day of November 2016 (the “Amendment Date”), by and between MusclePharm Corporation, a Nevada corporation headquartered at 4721 Ironton Street, Building A, Denver, Colorado 80239 (“Company”) and Ryan Drexler (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean February 10, 2016, the effective date of the previous employment agreement by and between the Executive and the Company (the “Prior Agreement”).
FIRST AMENDMENT TO MANUFACTURING AGREEMENTManufacturing Agreement • May 11th, 2015 • MusclePharm Corp • Pharmaceutical preparations
This First Amendment (this “Amendment”), effective this second day of March 2015 (“Amendment Effective Date”), is made to the Manufacturing Agreement (“the Agreement”) originally effective November 27, 2013 and is entered into by and between F.H.G. Corporation a Florida corporation having a principle place of business in Spring Hill, Tennessee, formerly doing business as “Integrity” but now doing business as “Capstone Nutrition” (“Capstone Nutrition”) and MusclePharm Corporation (“MUSCLEPHARM”), a Nevada corporation having a principle place of business in Denver, Colorado.
RESTRUCTURING AGREEMENTRestructuring Agreement • November 8th, 2017 • MusclePharm Corp • Pharmaceutical preparations • New York
This Restructuring Agreement (the “Agreement”) is made as of November 3, 2017, by and between Ryan Drexler, an individual (“Drexler”) and MusclePharm Corporation, a Nevada corporation (the “Company”).
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 9th, 2022 • MusclePharm Corp • Pharmaceutical preparations • New York
This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of June 3, 2022 by and among MusclePharm Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Subsequent Purchaser” and collectively, the “Subsequent Purchasers”) and amends and restates that certain Securities Purchase Agreement, dated as of October 13, 2021 (the “Prior Agreement”), by and among the Company and each purchaser identified on the signature pages thereto (the “Initial Purchasers”, and together with the Subsequent Purchasers, individually, a “Purchaser” and collectively, the “Purchasers”).
ContractSecurities Purchase Agreement • June 9th, 2022 • MusclePharm Corp • Pharmaceutical preparations • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 19th, 2021 • MusclePharm Corp • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 13, 2021, between MusclePharm Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
