INDEMNIFICATION AGREEMENT


 


     This
Indemnification Agreement (this “Agreement”) is made as of ______________ ___, 2012, by and between MusclePharm
Corporation, a Nevada corporation (the “Company”), and   ______________________ (“Indemnitee”).


 


WITNESSETH:


 


      WHEREAS,
highly competent persons have become more reluctant to serve publicly traded corporations as directors, officers or in other
capacities unless they are provided with adequate indemnification against inordinate risks of claims and actions against them arising
out of their service to and activities on behalf of the corporation;


 


      WHEREAS,
the uncertainties relating to indemnification have increased the difficulty of retaining and attracting such persons;


 


      WHEREAS,
the Board of Directors of the Company has determined that the difficulty in retaining and attracting such persons is detrimental
to the best interests of the Company’s shareholders and the Company should act to assure such persons that there will be
increased certainty of such protection in the future;


 


     WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses
on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company
free from undue concern that they will not be so indemnified; and


 


      WHEREAS,
the Indemnitee does not regard the protection available under the Company’s Articles of Incorporation, Bylaws and insurance
as adequate in the present circumstances, and may not be willing to serve the Company without adequate protection, and the Company
desires the Indemnitee to continue to serve the Company.


 


NOW, THEREFORE,
in consideration of Indemnitee’s agreement to provide or continue to provide services to the Company and/or certain of
its affiliates as contemplated hereby, the mutual agreements contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:


 


      1.                   Definitions.
As used herein, the following words and terms shall have the following respective meanings (whether singular or plural):


 


     “Articles
of Incorporation” means the Articles of Incorporation of the Company (as they may be amended or restated from time to
time).


 


     “Board”
means the board of directors of the Company.


 






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                                      “Bylaws”
means the bylaws of the Company (as they may be amended or restated from time to time).


 


                                       “NPCA”
means the Nevada Private Corporation Act set forth in Chapter 78 of the Nevada Revised Statutes.   


 


                                      “Change
in Control” shall mean the occurrence of any of the following events:


     


		(i)	the acquisition by any one person, or more than one person acting as a group, of ownership of stock
of the Company that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair
market value or total voting power of the stock of the Company;



 


		(ii)	the acquisition by any one person, or more than one person acting as a group, of all or substantially
all of the Company’s assets during the 12-month period ending on the date of the most recent acquisition. For purposes of
this subsection (ii), “substantially all” means at least 60% of the assets of the Company immediately before
such acquisition(s); or



 


		(iii)	when a majority of the members of the Board is replaced during any 12-month period by directors
whose appointment or election is not endorsed by a majority of the members of the Board before the date of the appointment or election.



 


     “Company”
has the meaning set forth in the Preamble and also includes (i) any subsidiary of the Company, and (ii) any domestic or foreign
entity that is the successor to the Company by reason of a merger or other transaction in which the Company’s existence ceased
upon the consummation of such transaction.


 


“Covered Capacity”
means, with respect to any person, that such person (or a person for whom he is serving as a legal representative) is or was a
director, officer, fiduciary, employee or agent of the Company, or is or was serving at the request of the Company as director,
manager, officer, trustee, partner, promoter, associate, member, fiduciary, employee or agent of another domestic or foreign entity
or an employee benefit plan. The term “director” includes the estate or personal representative of a deceased director.
The term “officer” includes the estate or personal representative of a deceased officer.


 


“Expenses”
include all direct and indirect costs, fees and expenses of any type or nature, including, without limitation, all attorneys’
fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators
and professional advisors, consultants, duplicating costs, printing and binding costs, telephone charges, postage, delivery service
fees, fax transmission charges, secretarial services and all other disbursements or expenses in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of or otherwise participating
in a Proceeding, including reasonable compensation for time spent by Indemnitee for which he is not otherwise compensated by the
Company or any third party. “Expenses” also include expenses incurred in connection with any appeal resulting from
any Proceeding, including the premium for, security for, and other costs relating to, any cost bond, supersedes bond or other appeal
bond or its equivalent. “Expenses” do not include amounts paid in settlement by Indemnitee or the amount of judgments
or fines against Indemnitee.


 






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     “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
is, nor in the five (5) years previous to his selection or appointment has been, retained to represent: (i) the Company
or Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim
for indemnification hereunder. The term “Independent Counsel” does not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee
in an action to determine Indemnitee’s rights under this Agreement, the Bylaws of the Company or under any agreement between
Indemnitee and the Company.


 


     “Proceeding”
includes a threatened, pending or completed action, suit, arbitration, alternate dispute resolution, investigation, inquiry, administrative
hearing, appeal or any other actual, threatened or completed proceedings with or brought in the right of the Company or otherwise
and whether civil, criminal, administrative or investigative in nature.


 


      2.                  Services
to the Company. Indemnitee agrees to serve or continue to serve in his current capacity or capacities as a director, officer,
employee, agent or fiduciary of the Company. Indemnitee may also serve, as the Company may reasonably request from time to time,
as a director, officer, employee, agent or fiduciary of any other corporation, partnership, limited liability company, association,
joint venture, trust, employee benefit plan or other enterprise in which the Company has an interest. Indemnitee and the Company
each acknowledge that they have entered into this Agreement as a means of inducing Indemnitee to serve or continue to serve the
Company in such capacities. Indemnitee may at any time and for any reason resign from such position or positions (subject to any
other contractual obligation or any obligation imposed by operation of law). The Company shall have no obligation under this Agreement
to continue Indemnitee in any such position for any period of time and shall not be precluded by the provisions of this Agreement
from removing Indemnitee from any such position at any time.


  


      3.                    Indemnification
in Third Party Proceedings. The Company shall indemnify Indemnitee if he was or is a party or is threatened to be made a party
to any Proceeding, except an action by or in the right of the Company, by reason of the fact that he is or was serving or acting
in a Covered Capacity, against Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee
in accordance with Section 8 in connection with the Proceeding if Indemnitee (i) is not liable pursuant to NRS 78.138 of
the NPCA, (ii) acted in good faith, (iii) in a manner which Indemnitee reasonably believed to in or not opposed to the
best interests of the Company, or (iv) with respect to any criminal proceeding or action, had reasonable cause to believe
his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent, does not, of itself, create a presumption that Indemnitee did not meet the standard of conduct
described in this Section 3.


 






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      4.                   Derivative
Actions. The Company shall indemnify Indemnitee if he was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Company to procure a judgment in its favor, by reason of the fact
that Indemnitee is or was serving or acting in a Covered Capacity, against Expenses actually and reasonably incurred by Indemnitee
in accordance with Section 8 and amounts paid in settlement thereof if Indemnitee (i) is not liable pursuant to NRS 78.138
of the NPCA, (ii) acted in good faith, and (iii) in a manner which Indemnitee reasonably believed to in or not opposed
to the best interests of the Company. Indemnification may not be made for any claim, issue or matter as to which Indemnitee has
been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company or for
amounts paid in settlement to the Company, unless and only to the extent that the court in which the action or suit was brought
or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person
is fairly and reasonably entitled to indemnity for such Expenses as the court deems proper.


 


      5.                   Indemnification
For Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the
extent that Indemnitee is a party to or a participant in and is successful on the merits or otherwise in any Proceeding or in defense
of any claim, issue or matter in any Proceeding, in whole or in part, to which Indemnitee was or is a party or is otherwise involved
by reason of the fact that he is or was serving or acting in a Covered Capacity, the Company shall indemnify and hold harmless
Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in accordance with Section 8 in connection
with any Proceeding or defense. If Indemnitee is not wholly successful in the Proceeding, the Company shall indemnify and hold
harmless Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf to the fullest extent permitted
by applicable law. The termination of any claim, issue or matter in the Proceeding by dismissal, with or without prejudice, by
reason of settlement, judgment, order or otherwise, shall be deemed to be a successful result as to such Proceeding, claim, issue
or matter, so long as there has been no finding that Indemnitee (i) is not liable pursuant to NRS 78.138 of the NPCA, (ii) did
not act in good faith, (iii) did not act in a manner which Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, or (iv) with respect to any criminal proceeding or action, had reasonable cause to believe his or
her conduct was unlawful.


 


      6.                    Indemnification
For Expenses of a Witness. To the extent Indemnitee is, by reason of his or her serving or acting in a Covered Capacity,
a witness in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified and held harmless against all Expenses
actually and reasonably incurred by him or on his behalf in accordance with Section 8 in connection with the Proceeding
and his or her acting as a witness in it.


 


      7.                    Exclusions.


 


(a)    Notwithstanding
the foregoing, indemnification, unless ordered by a court pursuant to NRS 78.7502(2) of the NPCA or for the advancement of Expenses
made pursuant to Section 8, shall not be made to or on behalf of the Indemnitee if such indemnification is in connection
with a Proceeding, other than a Proceeding by or in the right of the Company, charging that the Indemnitee derived an improper
personal benefit in which Proceeding the Indemnitee was adjudged liable on the basis that the Indemnitee derived an improper personal
benefit.


 






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(b)    Notwithstanding
any provision in this Agreement, the Company is not obligated under this Agreement to make any indemnification payments in connection
with any claim made against Indemnitee:


 


(i)     For which payment has actually
been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any
excess beyond the amount actually received under any insurance policy, contract, agreement or other indemnity provision or otherwise;
or


 


(ii)    Except as
provided for in Sections 8 or 11(c) of this Agreement, in connection with any Proceeding or any part of any
Proceeding, initiated by Indemnitee, including those initiated against the Company or its officers, directors or employees, unless
(i) the Board authorizes the Proceeding or part thereof before its initiation or (ii) the Company provides the indemnification
in its sole discretion, pursuant to the powers vested in the Company under applicable law.


  


      8.                   Advancement
of Expenses. Notwithstanding any other provision of this Agreement and to the fullest extent permitted by applicable law, the
Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding to which Indemnitee was or is a party
or is otherwise involved by reason of the fact that he is or was serving or acting in a Covered Capacity, as soon as practicable
but in any event not more than ten (10) days after receipt by the Company of a statement requesting the advances, whether
the statement is submitted before or after final disposition of any Proceeding. Unless otherwise required by law, the Company shall
not require that Indemnitee provide any form of security for repayment of or charge any interest on any amounts advanced pursuant
to this Section 8. The advances shall be made without regard to Indemnitee’s ability to repay the Expenses and
without regard to any belief or determination as to Indemnitee’s ultimate entitlement to be indemnified. Advances shall include
any and all reasonable Expenses incurred in pursuing a Proceeding to enforce the right of advancement, including Expenses incurred
in preparing statements to the Company to support the advances claimed. Indemnitee qualifies for advances, to the fullest extent
permitted by applicable law, if Indemnitee undertakes to repay the advance as described in NRS 78.751(2) of the NPCA to the
extent it is ultimately determined by a court that the Indemnitee is not entitled to indemnification. This section does not apply
to any claim made by Indemnitee for any indemnification payment that is excluded pursuant to Section 7(b) of this Agreement.


 


      9.                     Procedure
For Notification and Application for Indemnification. Indemnitee agrees to notify the Company in writing promptly after being
served with any summons, citation, subpoena, complaint or threat of a complaint, indictment, inquiry, information request or other
document relating to any Proceeding or matter which may be subject to indemnification, hold harmless or exoneration rights or the
advancement of expenses; provided, however, that the failure of Indemnitee to so notify the Company shall not relieve
the Company of any obligation it may have to Indemnitee under this Agreement or otherwise. Indemnitee may deliver to the Company
a written application to indemnify and hold harmless Indemnitee in accordance with this Agreement. The application may be delivered
from time to time and may be amended and supplemented and at such times as Indemnitee deems appropriate in his or her sole discretion.
After a written application for indemnification is delivered by Indemnitee, Indemnitee’s entitlement to indemnification shall
be determined pursuant to Sections 10, 11 and 12 of this Agreement.


 






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10.                 Procedure Upon
Application For Indemnification.


 


(a)    To the fullest extent permitted by law, the indemnification provided for in this Agreement
shall be deemed mandatory. To the extent that, under applicable law, any indemnification provided for in this Agreement is treated
as discretionary, any indemnification determination, unless ordered by a court or advanced pursuant to Section 8 of
this Agreement, may be made by the Company only as authorized in the specific case upon a determination that the indemnification
of Indemnitee is proper in the circumstances. Such determination must be made:


 


(i)    By the stockholders;


 


(ii)   By the Board
by a majority vote of those present at a meeting at which a quorum is present, and only those directors not parties to the proceeding
shall be counted in satisfying the quorum;


 


(iii)  By the Board
by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; or


 


(iv)   If a quorum
consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by a written opinion from Independent
Counsel.


 


Notwithstanding the foregoing, if at any
time during the two (2) year period prior to the date of any written application for indemnification submitted by Indemnitee
in connection with a particular Proceeding there shall have occurred a Change in Control, the Board shall direct (unless Indemnitee
otherwise agrees in writing) that the indemnification determination shall be made by Independent Counsel in a written opinion.
Notwithstanding the foregoing, if the determination that indemnification or advance of Expenses is permissible is made by Independent
Counsel then the Board shall authorize and direct such indemnification and advancement of Expenses.


 


(b)    If the determination
of Indemnitee’s entitlement to indemnification is to be made by Independent Counsel following a Change in Control, the Independent
Counsel must be selected as provided in this Section 10(b). The Independent Counsel shall be selected by Indemnitee
(which selection shall be ratified by the Board).


 


(c)    The Company agrees
to pay the reasonable fees and Expenses of Independent Counsel in accordance with Section 8 and to fully indemnify and hold
the Independent Counsel harmless against any and all Expenses, claims, liabilities and damages arising out of or relating to this
Agreement or the Independent Counsel’s engagement.


 






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(d)    The Company must
promptly advise Indemnitee in writing if a determination is made that Indemnitee is not entitled to indemnification and must include
a description of the reasons or basis for denial. If it is determined Indemnitee is entitled to indemnification, the payment to
Indemnitee must be made as soon as practicable but in no event more than ten (10) days after the determination. Indemnitee
must reasonably cooperate with the persons making the determination and, upon request, must provide such persons with documents
and information (which are not privileged or otherwise protected) reasonably available to Indemnitee and reasonably necessary to
the determination. All Expenses incurred by Indemnitee in cooperating with the persons making the determination shall be paid by
the Company (irrespective of the determination as to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee
harmless from those Expenses.


 


      11.                
Presumptions and Effect of Certain Proceedings.


 


(a)    In
determining whether Indemnitee is entitled to indemnification under this Agreement, the person or persons making the determination
must presume that Indemnitee is entitled to indemnification under this Agreement and the Company has the burden of proof to overcome
that presumption. Moreover, if at any time during the two (2) year period prior to the date of any written application for
indemnification submitted by Indemnitee in connection with a particular Proceeding or other matter there shall have occurred a
Change in Control, the foregoing presumption may only be overcome by clear and convincing evidence. Neither of the following is
a defense to an action seeking a determination granting indemnity to Indemnitee or creates a presumption that Indemnitee has not
met the applicable standard of conduct: (i) the failure of the Company (including its directors or Independent Counsel) to
have made a determination before the beginning of an action seeking a ruling that indemnification is proper nor (ii) an actual
determination by the Company (including its directors or Independent Counsel) that Indemnitee has not met the applicable standard
of conduct.


 


(b)    If
the persons or entity selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification
has not made a determination within thirty (30) days after receipt by the Company of the request for it, the requisite determination
of entitlement to indemnification shall be deemed to have been made and Indemnitee is entitled to such indemnification, absent
(i) an intentional misstatement by Indemnitee of a material fact or an omission of material fact necessary to make his or
her statements not materially misleading made in connection with the request for indemnification (which misstatement or omission
is shown by the Company to be of sufficient importance that it would likely alter the applicable determination) or (ii) a
final judicial determination that indemnification is expressly prohibited under applicable law. The thirty (30) day period
may be extended for a reasonable time, not to exceed fifteen (15) additional days, if the persons or entity making the determination
requires the additional time for obtaining or evaluating documents or information.


 






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(c)    The
termination of any Proceeding or any claim therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere
does not (except as expressly provided elsewhere in this Agreement) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not meet any particular standard of conduct, did not act in good faith and in a manner
which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe his or her conduct was unlawful.


 


(d)    In
determining good faith, Indemnitee must be deemed to have acted in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the Company if Indemnitee’s action is based on the records or books of account
of the Company, including financial statements, or on information, opinions, reports or statements supplied to Indemnitee by the
directors or officers of the Company or other enterprise in the course of their duties, or on the advice of legal counsel for
the Company or the enterprise or on information or records given or reports made by an independent certified public accountant
or by an appraiser or other expert.


 


(e)    The knowledge and actions or failures to act of any other director, officer, trustee,
partner, member, fiduciary, agent or employee of the Company or other enterprise shall not be imputed to Indemnitee for the purposes
of determining his or her right to indemnification.


 


     
12.                   Remedies
of Indemnitee.





 


(a)    If
a determination is made that Indemnitee is not entitled to indemnification under this Agreement, any judicial Proceeding or arbitration
begun pursuant to this Agreement must be conducted in all respects as a de novo trial or arbitration, on the merits, and Indemnitee
shall not be prejudiced by reason of the adverse determination. In such a Proceeding or arbitration, Indemnitee is presumed to
be entitled to indemnification and the Company has the burden of proving Indemnitee is not entitled to be indemnified. Moreover,
if at any time during the two (2) year period prior to the date of any written application for indemnification submitted by Indemnitee
in connection with a particular Proceeding or other matter there shall have occurred a Change in Control, the Company will be
deemed to have satisfied such burden only if it meets the standard of proof by clear and convincing evidence. The Company may
not refer to or introduce into evidence any determination made pursuant to Section 10(a) of this Agreement adverse
to Indemnitee for any purpose. If Indemnitee begins a judicial Proceeding or arbitration seeking indemnification, Indemnitee is
not required to reimburse the Company for any advances pursuant to Section 8 of this Agreement until a final determination
is made with respect to Indemnitee’s right to indemnification, after all rights of appeal have been exhausted or lapsed.


 


(b)    If
it has been determined that Indemnitee is entitled to indemnification, the Company is bound by that determination in any judicial
Proceeding or arbitration commenced by Indemnitee seeking to compel the indemnification, absent (i) an intentional misstatement
by Indemnitee of a material fact or an omission of a material fact necessary to make Indemnitee’s statement not materially
misleading connected with the request for indemnification (which misstatement or omission is shown by the Company to be of sufficient
importance that it would likely alter the applicable determination) or (ii) a prohibition of the indemnification under applicable
law. In any Proceeding or arbitration commenced by Indemnitee seeking indemnification, the Company is precluded from asserting
that the procedures and presumptions of this Agreement are not valid, binding and enforceable and must stipulate that the Company
is bound by all the provisions of this Agreement.


 






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      13.                  Contribution; Joint Liability. To the fullest extent permissible under applicable law, if the indemnification rights
provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever (other than by reason
of the language of any express exclusion contained in this Agreement), the Company, instead of indemnifying and holding harmless
Indemnitee, must contribute to the payment thereof, in the first instance, by paying the entire amount incurred by Indemnitee,
whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection
with any Proceeding without requiring Indemnitee to contribute to the payment, and the Company hereby waives and relinquishes any
right of contribution it may have at any time against Indemnitee. The Company shall not enter into any settlement of any Proceeding
in which the Company is jointly liable with Indemnitee, or would be joined in the Proceeding, unless the settlement provides for
a full and final release of all claims asserted against Indemnitee. The Company hereby agrees to fully indemnify and hold harmless
Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than
Indemnitee who may be jointly liable with Indemnitee.


 


      14.
                Subrogation. If any payment is made under this Agreement, the Company is subrogated to the extent of such payment to
all the rights of recovery of Indemnitee, who must within a reasonable period of time after payment execute all papers required
and take all action necessary to secure those rights, including the execution of such documents as are necessary to enable the
Company to bring suit to enforce those rights.


 


      15.               
Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable
for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including,
but not limited to, each portion of any paragraph containing any such provision held to be invalid, illegal or unenforceable, that
is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to
the fullest extent possible, the provisions of this Agreement (including, but not limited to, each such portion of any paragraph
containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.


 


      16.                 
Non-Exclusivity of Rights; Amendment. The rights of Indemnitee under this Agreement are not exclusive of any other rights
to which Indemnitee may at any time be entitled under the law, the NPCA, the Articles of Incorporation, the Bylaws or any agreement.
The indemnification and advancement of Expenses for Indemnitee who has ceased to be a director, officer, employee or agent shall
continue in full force and effect and shall inure to the benefit of the heirs, executors and administrators of Indemnitee. The
rights of Indemnitee under this Agreement shall be contract rights. No amendment, alteration or repeal of this Agreement can limit
or restrict any right of Indemnitee under this Agreement with respect to any action taken before the amendment, alteration or repeal.
If a change in applicable law permits greater indemnification than that which would be afforded under this Agreement, it is the
intent of the Company that Indemnitee shall enjoy by this Section 16 the greater benefits so afforded. Except as provided
in this Section 16 with respect to changes in applicable law which broaden the right of Indemnitee to be indemnified by
the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of
the parties hereto.


 






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17.
              Acknowledgment of Certain Matters. Both the Company and Indemnitee acknowledge that in certain instances,
applicable law or public policy may prohibit indemnification of Indemnitee by the Company under this Agreement or otherwise.
Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake, by the
Securities and Exchange Commission, to submit the question of indemnification to a court in certain circumstances for a
determination of the Company’s right under public policy to indemnify Indemnitee.


 


18.                 Waivers.
The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively
or prospectively) by the party entitled to enforce such term only by a writing signed by the party against which such waiver is
to be asserted. Unless otherwise expressly provided herein, no delay on the part of any party hereto in exercising any right, power
or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power
or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise
of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power
or privilege hereunder.


 


19.                Entire Agreement.
This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto with respect to
the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to
the matters covered hereby are superseded by this Agreement.


 


20.                Certain
Rights. The right to be indemnified or to the advancement or reimbursement of Expenses (i) is intended to be retroactive
and shall be available as to events occurring prior to the date of this Agreement and (ii) shall continue after any rescission
or restrictive modification of such provisions as to events occurring prior thereto. Nothing in this Agreement, expressed or implied,
is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to this
Agreement and their respective heirs, personal representatives, successors and assigns.


 


21.                Governing
Law; Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada without regard
to any principles of conflict of laws that, if applied, might permit or require the application of the laws of a different jurisdiction.
The parties hereby agree that any dispute that may arise between them arising out of or in connection with this Agreement shall
be adjudicated before a court located in the City and County of Denver, Colorado and they hereby submit to the exclusive jurisdiction
of the courts of the State of Colorado located in Denver, Colorado, and of the federal courts having jurisdiction in such district
with respect to any action or legal proceeding commenced by either party, and irrevocably waive any objection they now or hereafter
may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is
an inconvenient forum, relating to or arising out of this Agreement.


 






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22.                Headings.
The Section headings in and referred to in this Agreement are for convenience of reference only, and shall not be deemed to alter
or affect the meaning or interpretation of any provisions hereof.


 


23.                Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall
be deemed to be one and the same instrument.


 


24.                 Use of Certain
Terms. As used in this Agreement, the words “herein,” “hereof,” and “hereunder” and other
words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection,
or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.


 


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
this Agreement has been duly executed as of the date first above written.


 





	 	 	MUSCLEPHARM CORPORATION	 
	 	 	 	 
	 	 	 	 
	 	 	By:	 	 	 
	 	 	Name:	 	 	 
	 	 	Title:	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	INDEMNITEE	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	By:	 	 	 
	 	 	Name:	 	 	 















 


[Signature Page to Indemnification Agreement]