SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 8th, 2013 • Fuse Science, Inc. • In vitro & in vivo diagnostic substances • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 7, 2013, between Fuse Science, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (the each a “Purchaser” and collectively, the “Purchasers”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 8th, 2013 • Fuse Science, Inc. • In vitro & in vivo diagnostic substances • New York
THIS PLEDGE AND SECURITY AGREEMENT (this “Security Agreement”), dated as of November 7, 2013, is made by and between Fuse Science, Inc., a Nevada corporation (the “Grantor”), and MusclePharm Corporation, as collateral agent (the “Collateral Agent”) on behalf of and for the benefit of the Purchasers as defined in one or more certain Note Purchase Agreements with the Grantor, dated as of the date hereof (the “Purchase Agreement”) and the Purchasers, together with the Collateral Agent, are collectively referred to herein as the “Secured Parties”).
ContractFuse Science, Inc. • November 8th, 2013 • In vitro & in vivo diagnostic substances • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXCHANGEABLE HAVE 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
