Attached files
| file | filename |
|---|---|
| 8-K - MusclePharm Corp | v205224_8k.htm |
| EX-4.1 - MusclePharm Corp | v205224_ex4-1.htm |
REGISTRATION
RIGHTS AGREEMENT
MusclePharm
Corp. (the “Company” or “Borrower”), agrees to provide JMJ Financial (the
“Holder” or “Investor”) the following registration rights with respect to
Convertible Promissory Note Document A-12012010 (the “Note”).
1.
Inducement to Enter Into Transactions. To induce JMJ Financial to
enter into and fund the Note, the Borrower has agreed to provide registration
rights for common shares underlying those notes. The Borrower agrees
and acknowledges that registration rights are a material inducement for the
Holder to enter into these transactions, and that the Holder would not have
entered into the transactions if registration of the underlying shares was not
provided.
2.
Mandatory Registration. No later than 30 (thirty) days from the
execution of this agreement (the “Registration Date”), the Borrower agrees to
file an S-1 Registration Statement with the SEC at its own expenses to register
12,700,000 shares of common stock underlying the note, as
follows. The Borrower will thereafter use its best efforts to cause
such Registration Statement to become effective as soon as possible
after such filing but in no event later than 120 (one hundred twenty) days from
the Registration Date.
Convertible
Promissory Note A-12012010 – 12,700,000 shares
Total
Notes – $1,650,000 plus interest and conversion costs
Total
Shares to Be Registered – 12,700,000
3.
Correspondence and Information. Within two days of distribution or
receipt of any information or correspondence between the Borrower and the SEC,
the Borrower shall furnish to Holder copies of all correspondence as related to
the registration statement.
4.
Assignment of Registration Rights. The rights under this Agreement
shall be automatically assignable by the Holder to any transferee of all or any
portion of the note or underlying registered shares.
5. No
Filing of Other Registration Statements and No Piggy-back
Registrations. Unless otherwise approved by Holder in Writing, the
Borrower shall not file any other registration statements (except for S-8
registration) until the registration statement described herein is declared
effective by the SEC; and the Borrower will not include in this registration
statement any securities other than those described herein.
6.
Governing Law. This agreement will be governed by, and construed and enforced in
accordance, with the laws of the State of Florida, without regard to the
conflict of laws principles thereof. Any action brought by either
party against the other concerning the transactions contemplated by this
Agreement shall be brought only in the state courts of Florida or in the federal
courts located in Miami-Dade County, in the State of Florida. Both
parties and the individuals signing this Agreement agree to submit to the
jurisdiction of such courts.
|
Agreed,
this 1st day of December, 2010.
|
|
BORROWER[S]:
|
|
Brad
Pyatt
|
|
CEO
|
|
MusclePharm
Corp.
|
|
LENDER/HOLDER:
|
|
JMJ
Financial / Its
Principal
|