COMMON STOCK PURCHASE WARRANT MUSCLEPHARM CORPORATIONMusclePharm Corp • October 19th, 2021 • 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 October 13, 2026 (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).
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”).
ContractMusclePharm Corp • October 19th, 2021 • 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.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 19th, 2021 • MusclePharm Corp • Pharmaceutical preparations • New York
PLEDGE AND SECURITY AGREEMENT, dated as of October 13, 2021 (this “Agreement”), made by MusclePharm Corporation, a Nevada corporation (the “Company”), each Subsidiary of the Company listed on the signature pages hereto (together with the Company, and each additional Person that becomes party to this Agreement by executing a Security Agreement Supplement in the form attached hereto as Exhibit C, each a “Grantor” and, collectively, the “Grantors”), in favor of Empery Tax Efficient, LP, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) for the Buyers (as defined below) party to the Securities Purchase Agreement, dated as of October 13, 2021 (as amended, restated or otherwise modified from time to time, the “Securities Purchase Agreement”).
