THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO THOSE RESTRICTIONS ON TRANSFER OR REGISTRATION OF TRANSFER SET FORTH IN THE CERTIFICATE OF DESIGNATION
FOR THE SERIES D CONVERTIBLE PREFERRED STOCK. ANY STOCKHOLDER MAY OBTAIN FROM THE PRINCIPAL OFFICES OF THE CORPORATION, UPON REQUEST
AND WITHOUT CHARGE, A STATEMENT OF SUCH CERTIFICATE OF DESIGNATION AND THE POWERS, DESIGNATIONS, PREFERENCES, AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AUTHORIZED TO BE ISSUED AND THE QUALIFICATIONS, LIMITATIONS
OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.


 


MusclePharm Corporation


Corporate stock transfer,
inc.


Transfer fee: As required


 





The following abbreviations, when used
in the inscription on the face of this certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:


 








	TEN COM -	as tenants in common	 	 	 
	TEN ENT -	as tenants by the entireties 	 	UNIF GIFT MIN ACT - 	Custodian
	JT TEN -	as joint tenants with right 

of survivorship and not as 
 tenants in common	 	 	(Cust)                                          (Minor)

under Uniform Gifts to Minors 
	 	 	 	 	Act _________________________________
	 	 	 	 	                                         (State)


 








Additional abbreviations may also be used though not in the
above list. _______________________________________________________________________________________________________________________


 





	PLEASE INSERT SOCIAL SECURITY OR OTHER	 
	IDENTIFYING NUMBER OF ASSIGNEE	 
	 	 
	 	 
	 	 


 


 







 


      FOR VALUE RECEIVED, _________________________________________________________
hereby sell, assign and transfer unto


 


___________________________________________________________________________________________________________


 


PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE


 


___________________________________________________________________________________________________________



___________________________________________________________________________________________________________



___________________________________________________________________________________________________________


 


_____________________________________________________________________________________________________ Shares
 of the Preferred Stock represented by the within Certificate and do hereby irrevocably constitute and appoint


 


___________________________________________________________________________________________ Attorney to transfer 

the said stock on the books of the within-named Corporation, with full power of substitution in the premises.


 


Dated:___________________ 20________ ,


 





		Signature:
    X___________________________________________________________
	Signature(s) Guaranteed:	 
	 	Signature:
    X___________________________________________________________


 


 







 


THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.