Muscle Pharm Corporation (MSLPQ)

[euc]

here ya go bud

http://google.brand.edgar-online.com/displayfilinginfo.aspx?FilingID=8723534-960-12725&type=sect&TabIndex=2&companyid=761194&ppu=%252fdefault.aspx%253fsym%253dmslp

Consulting Agreements

On July 14, 2012, t he Company entered into two consulting agreements (the “Consulting Agreement”) with two corporate advisers to provide certain consulting services relating to introducing the Company to banking relationships and advising on corporate structure issues and strategic acquisition planning (the “Services”). Each agreement has a term of 12 months. In consideration for the Services, the Company agreed to issue as consideration for the Services shares of the Company’s common stock (the “ Compensation Shares ”) in an amount equal to 4.2% of the outstanding shares of common stock of the Company on a fully diluted (as-converted) basis upon the Company effectuating a contemplated reverse stock split and completion of a qualified financing, which requirement has been met by the completion of the private placement described above. Notwithstanding the foregoing, in the event that the Company fails to consummate the reverse stock split within 45 days from the date of the agreement, the Company is required to take all requisite action to increase the number of its authorized common stock outstanding and issue the Compensation Shares no later than 60 days from the date of the agreement. In addition, until the Company has issued and outstanding 3.5 billion shares of Common Stock (subject to adjustment for stock splits), the Company is obligated to ensure that the Consultant maintains its 4.2% fully diluted equity position by issuing additional shares for no further consideration on a fully diluted basis after future issuances of common stock or securities exercisable for or convertible into common stock (an "Equity Anti-Dilution Adjustment").