Muscle Pharm Corporation (MSLPQ)

[BAR123]

On November 12, 2013, Biozone Pharmaceuticals, Inc. (the “Company”), Biozone Laboratories, Inc. (“Bio Lab”), Baker Cummins Corp. (“BCC”) (the Company, Bio Lab and BCC are collectively referred to as “Biozone”), Brian Keller, MusclePharm Corporation (“Musclepharm”) and Biozone Laboratories, Inc. (“Acquisition Co.”), a newly formed subsidiary of Musclepharm, entered into an Asset Purchase Agreement (the “Agreement”). The Agreement provides that Acquisition Co. will acquire substantially all of the operating assets of Biozone including the QuSomes, HyperSorb and EquaSomes drug delivery technologies (excluding certain assets including cash on hand) for 1,200,000 shares of Musclepharm’s common stock. Of the 1,200,000 shares being issued under the Agreement, (i) 600,000 of the shares will be issued to the Company upon closing and (ii) 600,000 of the shares (the “Escrowed Shares”) will be placed in escrow for nine months from the date of closing (the “Escrow Period”). During the Escrow Period, Musclepharm will have the option to purchase the Escrowed Shares at $10.00 per share in cash. The Escrowed Shares will also back-stop potential indemnification claims that Acquisition Co. may have under the Agreement.