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).
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.
WAIVER AND AMENDMENTWaiver and Amendment • June 9th, 2022 • MusclePharm Corp • Pharmaceutical preparations • New York
This Waiver and Amendment dated as of June 3, 2022 (the “Agreement”) is by and between MusclePharm Corporation, a Nevada corporation (the “Company”), and the undersigned, a Purchaser (as defined below) identified on the signature pages hereto. Capitalized terms not defined herein shall have the meanings assigned to them in that certain (i) Securities Purchase Agreement (the “SPA”) dated as of October 13, 2021 by and among the Company and each purchaser identified on the signature pages thereto (each, a “Purchaser” and collectively, the “Purchasers”); (ii) Pledge and Security Agreement (the “Security Agreement”) dated as of October 13, 2021 by the Company and each Subsidiary of the Company listed on the signature pages thereto in favor of Empery Tax Efficient, LP, in its capacity as collateral agent for the Purchasers; (iii) Original Issue Discount Senior Secured Notes (the “October Notes”) dated as of October 13, 2021 issued by the Company to each Purchaser; and (iv) the Common Stock P
