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”).
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.
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.
