EXHIBIT 10.24


 





ESCROW DEPOSIT AGREEMENT


 


This ESCROW DEPOSIT AGREEMENT (this
“Agreement”) dated as of this __ day of _____2012, by and among MusclePharm Corporation, a Nevada corporation
(the “Company”), having an address at 4721 Ironton Street Building A, Denver, CO 80239,  Aegis Capital Corp.
(“Placement Agent”), having an address at 810 Seventh Avenue, 18th Floor, New York, NY 10019
and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 950 Third
avenue, 9th Floor, New York, NY 10022. All capitalized terms not herein defined shall have the meaning ascribed to them
in that certain Amendment No. 3 to Form S-1, as filed with the Securities and Exchange Commission on December 28, 2012 and
as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto.


 


 


W I T N E
S S E T H:


 


WHEREAS, pursuant
to the terms of Amendment No. 3 to Form S-1 the Company is offering to qualified investors on a “best efforts” basis
(the “Offering”) a maximum of 1,500,000.00 shares of the Issuer’s Series D Convertible Preferred Stock
(the “Securities”) for aggregate consideration of up to $13,650.00 (“Maximum Amount”). Each Share
is being sold at a price of $[ ] per Share; and


 


WHEREAS, unless
any Securities are sold by January 30th, 2013 (the “Termination Date”), or by February 28th,
2013 (the “Final Termination Date”) if the Termination Date has been extended by Company and the Placement Agent, the
Offering shall terminate and all funds shall be returned to the Investors in the Offering; and


 


WHEREAS, the
Company and Placement Agent desire to establish an escrow account with the Escrow Agent into which the Company and Placement Agent
shall instruct Investors introduced to the Company by Placement Agent (the “Investors”) to deposit checks and
other instruments for the payment of money made payable to the order of “Signature Bank as Escrow Agent for MusclePharm Corporation,”
and Escrow Agent is willing to accept said checks and other instruments for the payment of money in accordance with the terms hereinafter
set forth; and


 


WHEREAS, the
Company and Placement Agent represent and warrant to the Escrow Agent that they have not stated to any individual or entity that
the Escrow Agent’s duties will include anything other than those duties stated in this Agreement; and


 


WHEREAS, the
Company and Placement Agent warrant to the Escrow Agent that a copy of each document that has been delivered to Investors
and third parties that include Escrow Agent’s name and duties, has been attached hereto as Schedule I.


 


 



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NOW, THEREFORE,
IT IS AGREED as follows:


 


1.          Delivery of Escrow Funds.


 


(a) Placement Agent and
the Company shall instruct Investors to deliver to Escrow Agent checks made payable to the order of “Signature Bank, as Escrow
Agent for MusclePharm Corporation,” or wire transfer to Signature Bank, 950 Third Avenue, 9th Floor, New York,
NY 10022, ABA No. 026013576 for credit to Signature Bank, as Escrow Agent for MusclePharm Corporation, Account No. _____________,
in each case, with the name, address and social security number or taxpayer identification number of the individual or entity making
payment. In the event any Subscriber’s address and/or social security number or taxpayer identification number are not provided
to Escrow Agent by the Subscriber, then Placement Agent and/or the Company agree to promptly provide Escrow Agent with such information
in writing. The checks or wire transfers shall be deposited into a non interest-bearing account at Signature Bank entitled “Signature
Bank, as Escrow Agent for MusclePharm Corporation” (the “Escrow Account”).


 


(b)          The collected
funds deposited into the Escrow Account are referred to as the “Escrow Funds.”


 


(c)          The Escrow Agent
shall have no duty or responsibility to enforce the collection or demand payment of any funds deposited into the Escrow Account.
If, for any reason, any check deposited into the Escrow Account shall be returned unpaid to the Escrow Agent, the sole duty of
the Escrow Agent shall be to return the check to the Subscriber and advise the Company and Placement Agent promptly thereof.


 


2.          Release of Escrow Funds. The
Escrow Funds shall be paid by the Escrow Agent in accordance with the following:


 


(a)          In the event
that the Company and Placement Agent advise the Escrow Agent in writing that the Offering has been terminated (the “Termination
Notice”), the Escrow Agent shall promptly return the funds paid by each Subscriber to said Subscriber without interest
or offset.


 


(b) If prior to 3:00
P.M. Eastern time on the Termination Date, the Escrow Agent receives written notice, in the form of Exhibit A, attached hereto
and made a part hereof, and signed by the Company and Placement Agent, stating that the Termination Date has been extended to the
Final Termination Date, then the Termination Date shall be so extended.           


 


(c) Provided that the
Escrow Agent does not receive the Termination Notice in accordance with paragraph 2(a) and there are any funds deposited into the
Escrow Account on or prior to later of the Termination Date or the date stated in the Extension Notice, if any, received by the
Escrow Agent in accordance with paragraph 2(b) above, the Escrow Agent shall, upon receipt of written instructions, in the form
of Exhibit B, attached hereto and made a part hereof, or in a form and substance satisfactory to the Escrow Agent, received from
the Company and Placement Agent, pay the Escrow Funds in accordance with such written instructions, such payment or payments to
be made by wire transfer within one (1) business day of receipt of such written instructions. Such instructions must be received
by the Escrow Agent no later than 3:00 PM Eastern Time on a Banking Day for the Escrow Agent to process such instructions that
Banking Day.


 






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(d)          If by 3:00 P.M.
Eastern time on the later of the Termination Date or the date stated in the Extension Notice, if any, that the Escrow Agent has
received in accordance with paragraph 2(b) above, the Escrow Agent has not received written instructions from the Company and Placement
Agent regarding the disbursement of the Escrow Funds, then the Escrow Agent shall promptly return the Escrow Funds to the Investors
without interest or offset. The Escrow Funds returned to each Subscriber shall be free and clear of any and all claims of the Escrow
Agent.


 


(e)          The Escrow Agent
shall not be required to pay any uncollected funds or any funds that are not available for withdrawal.


 


(f)          If the Termination
Date, Final Termination Date or any date that is a deadline under this Agreement for giving the Escrow Agent notice or instructions
or for the Escrow Agent to take action is not a Banking Day, then such date shall be the Banking Day that immediately preceding
that date. A Banking Day is any day other than a Saturday, Sunday or a day that a New York State chartered bank is not legally
obligated to be opened.


 


3.          Acceptance by Escrow Agent.
The Escrow Agent hereby accepts and agrees to perform its obligations hereunder, provided that:


 


(a)          The Escrow Agent
may act in reliance upon any signature believed by it to be genuine, and may assume that any person who has been designated by
Placement Agent or the Company to give any written instructions, notice or receipt, or make any statements in connection with the
provisions hereof has been duly authorized to do so. Escrow Agent shall have no duty to make inquiry as to the genuineness, accuracy
or validity of any statements or instructions or any signatures on statements or instructions. The names and true signatures of
each individual authorized to act singly on behalf of the Company and Placement Agent are stated in Schedule II, which is
attached hereto and made a part hereof. The Company and Placement Agent may each remove or add one or more of its authorized signers
stated on Schedule II by notifying the Escrow Agent of such change in accordance with this Agreement, which notice shall include
the true signature for any new authorized signatories.


 


 


(b)          The Escrow Agent
may act relative hereto in reliance upon advice of counsel in reference to any matter connected herewith. The Escrow Agent shall
not be liable for any mistake of fact or error of judgment or law, or for any acts or omissions of any kind, unless caused by its
willful misconduct or gross negligence.


 


(c)          Placement Agent
and the Company agree to indemnify and hold the Escrow Agent harmless from and against any and all claims, losses, costs, liabilities,
damages, suits, demands, judgments or expenses (including but not limited to reasonable attorney’s fees) claimed against
or incurred by Escrow Agent arising out of or related, directly or indirectly, to this Escrow Agreement unless caused by the Escrow
Agent’s gross negligence or willful misconduct.


 






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(d)          In the event
that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain
from taking any action other than to keep safely the Escrow Funds until it shall be directed otherwise by a court of competent
jurisdiction, or (ii) deliver the Escrow Funds to a court of competent jurisdiction.


 


(e)          The Escrow Agent
shall have no duty, responsibility or obligation to interpret or enforce the terms of any agreement other than Escrow Agent’s
obligations hereunder, and the Escrow Agent shall not be required to make a request that any monies be delivered to the Escrow
Account, it being agreed that the sole duties and responsibilities of the Escrow Agent shall be to the extent not prohibited by
applicable law (i) to accept checks or other instruments for the payment of money and wire transfers delivered to the Escrow Agent
for the Escrow Account and deposit said checks and wire transfers into the non-interest bearing Escrow Account, and (ii) to disburse
or refrain from disbursing the Escrow Funds as stated above, provided that the checks received by the Escrow Agent have been collected
and are available for withdrawal.


 


4.          Escrow Account Statements and
Information. The Escrow Agent agrees to send to the Company and/or the Placement Agent a
copy of the Escrow Account periodic statement, upon request in accordance with the Escrow Agent’s regular practices
for providing account statements to its non-escrow clients and to also provide the Company and/or Placement
Agent, or their designee, upon request other deposit account information, including Account balances, by telephone or by computer
communication, to the extent practicable. The Company and Placement Agent agree to complete and sign all forms or agreements required
by the Escrow Agent for that purpose. The Company and Placement Agent each consent to the Escrow Agent’s release of such
Account information to any of the individuals designated by Company or Placement Agent, which designation has been signed in accordance
with paragraph 3(a) by any of the persons in Schedule II.  Further, the Company and Placement Agent have an option to receive
e-mail notification of incoming and outgoing wire transfers. If this e-mail notification service is requested and subsequently
approved by the Escrow Agent, the Company and Placement Agent agrees to provide a valid e-mail address and other information necessary
to set-up this service and sign all forms and agreements required for such service. The Company
and Placement Agent each consent to the Escrow Agent’s release of wire transfer information to the designated e-mail address(es).
The Escrow Agent’s liability for failure to comply with this section shall not exceed the cost of providing such information.


 


5.          Resignation and Termination of
the Escrow Agent. The Escrow Agent may resign at any time by giving 30 days’ prior written notice of such resignation
to Placement Agent and the Company. Upon providing such notice, the Escrow Agent shall have no further obligation hereunder except
to hold as depositary the Escrow Funds that it receives until the end of such 30-day period. In such event, the Escrow Agent shall
not take any action, other than receiving and depositing Investors checks and wire transfers in accordance with this Agreement,
until the Company has designated a banking corporation, trust company, attorney or other person as successor. Upon receipt of such
written designation signed by Placement Agent and the Company, the Escrow Agent shall promptly deliver the Escrow Funds to such
successor and shall thereafter have no further obligations hereunder. If such instructions are not received within 30 days following
the effective date of such resignation, then the Escrow Agent may deposit the Escrow Funds held by it pursuant to this Agreement
with a clerk of a court of competent jurisdiction pending the appointment of a successor. In either case provided for in this paragraph,
the Escrow Agent shall be relieved of all further obligations and released from all liability thereafter arising with respect to
the Escrow Funds.


 






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5.          Termination. The Company and
Placement Agent may terminate the appointment of the Escrow Agent hereunder upon written notice specifying the date upon which
such termination shall take effect, which date shall be at least 30 days from the date of such notice. In the event of such termination,
the Company and Placement Agent shall, within 30 days of such notice, appoint a successor escrow agent and the Escrow Agent shall,
upon receipt of written instructions signed by the Company and Placement Agent, turn over to such successor escrow agent all of
the Escrow Funds; provided, however, that if the Company and Placement Agent fail to appoint a successor escrow agent
within such 30-day period, such termination notice shall be null and void and the Escrow Agent shall continue to be bound by all
of the provisions hereof. Upon receipt of the Escrow Funds, the successor escrow agent shall become the escrow agent hereunder
and shall be bound by all of the provisions hereof and Signature Bank shall be relieved of all further obligations and released
from all liability thereafter arising with respect to the Escrow Funds and under this Agreement.


 


6.          Investment. All funds received
by the Escrow Agent shall be invested only in non-interest bearing bank accounts at Signature Bank.


 


7.          Compensation.
Escrow Agent shall be entitled, for the duties to be performed by it hereunder, to a fee of $3,500, which fee shall be paid
by the Company upon the signing of this Agreement. In addition, the Company shall be obligated to reimburse
Escrow Agent for all fees, costs and expenses incurred or that become due in connection with this Agreement or the Escrow Account,
including reasonable attorney’s fees. Neither the modification, cancellation, termination or rescission of this Agreement
nor the resignation or termination of the Escrow Agent shall affect the right of Escrow Agent to retain the amount of any fee which
has been paid, or to be reimbursed or paid any amount which has been incurred or becomes due, prior to the effective date of any
such modification, cancellation, termination, resignation or rescission. To the extent the Escrow Agent has incurred any such expenses,
or any such fee becomes due, prior to any closing, the Escrow Agent shall advise the Company and the Company shall direct all such
amounts to be paid directly at any such closing.


 


8.          Notices. All notices, requests,
demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been
duly given if sent by hand-delivery, by facsimile (followed by first-class mail), by nationally recognized overnight courier service
or by prepaid registered or certified mail, return receipt requested, to the addresses set forth below:


 






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If to Placement Agent:


 


Aegis Capital Corp.


810 7th
Avenue, 18th Floor


New York,
NY 10019


Attention:
_____________________


Fax:


 


 


 


If to the Company:


 


MusclePharm
Corporation


4721 Ironton
Street Building A


Denver, CO
80239


Attention:
_____________________


Fax:


 


 


If to Escrow Agent:


 


Signature Bank


950 Third Avenue, 9th
Floor


New York, NY 10022


Attention: John D. Gonzalez


Fax: 646-822-1520


 





9.          General.


 


(a)          This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements
made and to be entirely performed within such State, without regard to choice of law principles and any action brought hereunder
shall be brought in the courts of the State of New York, located in the County of New York. Each party hereto irrevocably waives
any objection on the grounds of venue, forum nonconveniens or any similar grounds and irrevocably consents to service of process
by mail or in any manner permitted by applicable law and consents to the jurisdiction of said courts. Each of the parties hereto
hereby waives all right to trial by jury in any action, proceeding or counterclaim arising out of the transactions contemplated
by this Agreement.


 





(b)          This Agreement
sets forth the entire
agreement and understanding of the parties with respect to the matters contained herein and supersedes all prior agreements, arrangements
and understandings relating thereto.


 






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(c)          All of the terms
and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforceable by, the parties hereto,
as well as their respective successors and assigns.


 


(d)          This Agreement
may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument
executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of any party at any time
or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same.
No waiver of any party of any condition, or of the breach of any term contained in this Agreement, whether by conduct or otherwise,
in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach
or a waiver of any other condition or of the breach of any other term of this Agreement. No party may assign any rights, duties
or obligations hereunder unless all other parties have given their prior written consent.


 


(e)          If any provision
included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining provisions.


 


(f)          This Agreement
and any modification or amendment of this Agreement may be executed in several counterparts or by separate instruments and all
of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.


 


10.          Form of Signature. The parties hereto agree to
accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement
and any modification or amendment of this Agreement; provided, however, that each party who produces a facsimile
signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and
correct original copy of his or her signature in overnight mail to the address of the other party.


 



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IN WITNESS WHEREOF, the parties
have duly executed this Agreement as of the date first set forth above.


 


	MusclePharm Corporation 	 	Aegis Capital Corp.	 
	 	 	 	 	 	 
	By:		 	By:		 
	 	Name:	 	 	Name:	 
	 	Title:	 	 	Title:	 


 





 


 


SIGNATURE BANK


 


 


	By:		 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	By:		 
	 	Name:	 
	 	Title:	 


 


 


 


 


 


 



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Schedule
I


OFFERING DOCUMENTS


 


 


 


 


 


 



    	 



    	 



    

Schedule
II


 


The Escrow Agent is
authorized to accept instructions signed or believed by the Escrow Agent to be signed by any one of the following on behalf of
the Company and Placement Agent.


 


          MusclePharm Corporation


 


	Name	 	True Signature
	 	 	 
	 	 	  


 


 


Aegis Capital Corp.


 


	Name	 	True Signature
	 	 	 
		 	
	 	 	 
		 	


 


 


 


 


 



    	 



    	 



    

Exhibit A


Extension Notice


 


 


 


 


 


Date: __________________


 


 


 


Signature Bank


950 Third Avenue, 9th Floor


New York, NY 10022


Attention: John D. Gonzalez


 


 


 


 


Dear _________:


 


In accordance with
the terms of paragraph 2(b) of an Escrow Deposit Agreement dated ___ _______, by and among MusclePharm Corporation (the “Company”),
Aegis Capital Corp. (“Placement Agent”), and Signature Bank (the “Escrow Agent”), the Company and Placement
Agent hereby notifies the Escrow Agent that the Termination Date has been extended to February 28, 2012, the Final Termination
Date.


 


Very truly yours,


 


MusclePharm Corporation


By:_____________


Name:__________


Title:____________


 


Aegis Capital Corp.


By:_____________


Name:___________


Title:____________


 


 


 


 


 



    	 



    	 



    

Exhibit B


 


FORM OF ESCROW RELEASE NOTICE


 


Date:


 


Signature Bank


950 Third Avenue, 9th Floor


New York, NY 10022


Attention: John D. Gonzalez


 


Dear _________:


 


In accordance with the terms of paragraph 2(c) of an Escrow
Deposit Agreement dated as of ________ __, 2008 (the "Escrow Agreement"), by and between MusclePharm Corporation (the
"Company"), Signature Bank (the "Escrow Agent") and Aegis Capital Corp. ("Placement Agent"), the
Company and Placement Agent hereby notify the Escrow Agent that the ________ closing will be held on ___________ for gross proceeds
of $_________.


 


 


PLEASE DISTRIBUTE FUNDS BY WIRE TRANSFER AS FOLLOWS (wire instructions
attached):


 


 


	________________________:	$
	 	 
	________________________:	$
	 	 
	________________________:	$


 


 


Very truly yours,


 


MusclePharm Corporation


By:_____________


Name:__________


Title:____________


 


Aegis Capital Corp.


By:_____________


Name:___________


Title:____________