EXHIBIT 10.3

SETTLEMENT AGREEMENT


F.H.G. Corporation d/b/a Capstone Nutrition
(“Capstone”); INI Parent, Inc. (“INI Parent”); INI Buyer, Inc. (“INI Buyer”);
Medley Capital Corporation (“Medley”) (collectively, the “Capstone Parties”); and MusclePharm
Corporation (“MusclePharm”) (collectively with the Capstone Parties, the “Parties”) enter
into this Settlement Agreement (this “Agreement”) as of the date the last Party to this Agreement executes the
Agreement (the “Effective Date”).


WHEREAS, Capstone and MusclePharm
entered into the Manufacturing Agreement on November 27, 2013 and the First Amendment to the Manufacturing Agreement (“First
Amendment,” and collectively with the Manufacturing Agreement, the “Contract”) on March 2, 2015;


WHEREAS, pursuant to the Contract,
Capstone manufactured and delivered sports nutrition products for MusclePharm;


WHEREAS, disputes arose between
the Parties concerning, among other things, their obligations under the Contract;


WHEREAS, on May 16, 2016, Capstone
filed a complaint against MusclePharm in the United States District Court for the District of Colorado (Case No. 16 Civ. 1135;
ECF No. 1), alleging that MusclePharm breached the Contract by failing to pay for products manufactured and delivered by Capstone,
failing to take delivery of products purchased from Capstone, and failing to purchase the contractual minimum volume of product
from Capstone (the “Litigation”);


WHEREAS, on August 22, 2016, MusclePharm
filed its answer and affirmative defenses to the complaint and filed amended counterclaims against Capstone, INI Parent and Medley
(ECF No. 30), alleging that Capstone and INI Parent fraudulently induced MusclePharm to enter into the Contract, that Capstone
breached the Contract by failing to timely deliver product ordered by MusclePharm, and that INI Parent and Medley tortiously interfered
with the Contract;


WHEREAS, the Parties have agreed
to settle the Litigation and all disputes between them as provided herein;


NOW, THEREFORE, the Parties for
good and valuable consideration, the sufficiency of which is acknowledged and agreed, hereby stipulate and agree as follows:


1.                 
Payment. Within five (5) business days following the Effective Date of this Agreement, MusclePharm shall pay
to Capstone cash in the amount of Eleven Million Dollars (US $ 11,000,000) (“Cash Amount”) by wire transfer
into the account designated in the wire transfer instructions attached hereto as Exhibit A.


2.                 
Warrant. Within five (5) business days following the Effective Date of this Agreement, MusclePharm and INI
Buyer (collectively, the “Warrant Parties”) shall execute the Warrant Agreement, attached hereto as Exhibit B.


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3.                 
Dismissal. Within five (5) business days following the latter of (i) the transfer of the Cash Amount, or (ii)
both Warrant Parties’ execution of the Warrant Agreement, the Parties shall file a stipulation dismissing the Litigation,
with prejudice, attached hereto as Exhibit C.


4.                 
Releases.


(a)Upon MusclePharm’s
payment of the Cash Amount and both Warrant Parties’ execution of the Warrant Agreement, Capstone, INI Parent, INI Buyer
and Medley, and (a) each of their respective current and former parents, subsidiaries (whether wholly-owned or non-wholly-owned,
direct or indirect), affiliates, directors, and officers, and (b) any of their current and former principals, agents, employees,
partners, members, stockholders, attorneys, legal representatives, financial advisors, accountants, consultants, other professionals,
joint venture subsidiaries, insurers, successors and assigns (together, the “Capstone Releasors”), hereby fully,
finally, and completely, without any further action on the part of any of the Parties, remise, release, acquit, and forever discharge
MusclePharm and (a) each of its current parents, subsidiaries (whether wholly-owned or non-wholly-owned, direct or indirect), affiliates,
directors, and officers, and (b) any of its current and former principals, agents, employees, partners, members, stockholders,
attorneys, legal representatives, financial advisors, accountants, consultants, other professionals, joint venture subsidiaries,
insurers, successors and assigns (together, the “MusclePharm Releasees”) from any and all claims, actions, causes
of action, suits, controversies, or counterclaims that the Capstone Releasors ever had, now have, or hereafter can, shall or may
have against the MusclePharm Releasees, whether actual or alleged, known or unknown, accrued or unaccrued, existing or potential,
suspected or unsuspected, from the beginning of time to the date hereof, except for claims arising out of the duties and obligations
pursuant to the terms of this Agreement and the Warrant Agreement, which shall survive as provided in this Agreement.


(b)Upon MusclePharm’s
payment of the Cash Amount and both Warrant Parties’ execution of the Warrant Agreement, MusclePharm and (a) each of its
current and former parents, subsidiaries (whether wholly-owned or non-wholly-owned, direct or indirect), affiliates, directors,
and officers, and (b) any of its current and former principals, agents, employees, partners, members, stockholders, attorneys,
legal representatives, financial advisors, accountants, consultants, other professionals, joint venture subsidiaries, insurers,
successors and assigns (together, the “MusclePharm Releasors”), hereby fully, finally, and completely, without
any further action on the part of any of the Parties, remise, release, acquit, and forever discharge Capstone, INI Parent, INI
Buyer and Medley, and (a) each of their respective current parents, subsidiaries (whether wholly-owned or non-wholly-owned, direct
or indirect), affiliates, directors, and officers, and (b) any of their current and former principals, agents, employees, partners,
members, stockholders, attorneys, legal representatives, financial advisors, accountants, consultants, other professionals, joint
venture subsidiaries, insurers, successors and assigns (together, the “Capstone Releasees”) from any and all
claims, actions, causes of action, suits, controversies, or counterclaims that the MusclePharm Releasors ever had, now have, or
hereafter can, shall or may have against the Capstone Releasees, whether actual or alleged, known or unknown, accrued or unaccrued,
existing or potential, suspected or unsuspected, from the beginning of time to the date hereof, except for claims arising out of
the duties and obligations pursuant to the terms of this Agreement and the Warrant Agreement, which shall survive as provided in
this Agreement.


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5.                 
Representations and Warranties. The Parties represent and warrant that they are the sole and lawful owner
of all rights and interests to every matter and thing released by them under this Agreement, and that they have not assigned or
transferred, or purported to assign or transfer, to any person or entity, any right, interest, claim, debt, liability, demand,
obligation, cost, expense, damage, action or cause of action herein released or dismissed. The Parties represent that they are
hereby authorized to act on behalf of the entities listed in paragraph 4 in issuing the releases described in paragraph 4. Each
person who executes this Agreement represents that he or she is duly authorized to do so on behalf of the respective Parties hereto
and that each such Party has full knowledge of and has consented to this Agreement.


6.                 
Termination of Parties’ Obligations.


(a)Upon MusclePharm’s
payment of the Cash Amount and both Warrant Parties’ execution of the Warrant Agreement, and subject to Section 6(b), below,
the Capstone Parties, on one hand, and MusclePharm, on the other, shall have no further obligations to each other (including, but
not limited to, under the Contract, the October 20, 2015 Quality Agreement, the March 2, 2015 Option Agreement, the March 2, 2015
Purchase Warrant Agreement, and the March 2, 2015 Referral Agreement), except for those obligations arising under this Agreement
and the Warrant Agreement.


(b)Notwithstanding
Paragraph 6(a), the Parties, in order to fulfill their obligations under applicable state and federal law concerning the products
manufactured pursuant to the Contract (the “Products”), agree that they shall take all actions required by federal
and state law with respect to the Products. To that end, the Parties agree that, (i) within twenty (20) days of receipt from
MusclePharm of any complaint concerning product manufactured by Capstone for MusclePharm (a “Product Complaint”),
Capstone will investigate the Product Complaint and provide MusclePharm with a completed investigation and disposition report (a
“Product Complaint Investigation Report”); and (ii) Capstone shall maintain in its files copies of all
Product Complaints and Product Complaint Investigation Reports, and shall provide to MusclePharm copies of all Product Complaints
and Product Complaint Investigation Reports within one business day, if required during any regulatory inspection. The obligations
in this Paragraph 6(b) shall expire upon the day that it is five (5) years from the execution hereof.


7.                 
Survival of Claims Until Settlement Consideration Exchanged. Until and unless the Cash Amount is received
and the Warrant Agreement is fully executed, the claims of the Parties regarding their respective rights and obligations to be
released under paragraph 4 hereof shall be unaffected.


8.                 
Binding Effect. This Agreement shall be binding upon all successors and assigns of each of the Parties to
the Agreement.


9.                 
No Admission of Liability. Neither this Agreement, nor the settlement provided for herein, nor any statement
made, action or position taken, or document prepared or executed in connection with the negotiation, execution or implementation
of this Agreement and the compromise and settlement of claims provided for herein shall be deemed to be, or construed as, 



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an admission
by any Party of any liability, wrongdoing, act or matter or that any claim or defense has or lacks merit.


10.             
Entire Agreement. This Agreement contains the entire agreement by and between the Parties with respect to
the subject matter hereof, and all prior understandings or agreements, if any, are merged into and/or superseded by this Agreement.


11.             
No Oral Modifications. This Agreement may only be changed, modified or otherwise altered in a writing executed
by all the Parties to this Agreement or their respective successors or assigns. Oral modifications of this Agreement are not permitted.


12.             
Governing Law and Choice of Forum. This Agreement shall be construed and interpreted in accordance with the
laws of the State of New York, without regard to the choice of law principles of the State of New York. The parties agree to the
exclusive jurisdiction of the state and federal courts in New York County, New York for any disputes arising out of or in connection
with this Agreement.


13.             
No Drafter. For purposes of construing this Agreement, none of the Parties shall be deemed to have been the
drafter of the Agreement.


14.             
Counterparts. Facsimile or other electronic copies of signatures on this Agreement are acceptable, and a facsimile
or other electronic copy of a signature on this Agreement is deemed an original. This Agreement may be executed in counterparts,
each of which is deemed an original, but when taken together constitute one and the same document.


15.             
Notices. Any notice or request required or desired to be given
pursuant to this Agreement shall be sufficient if made in writing and sent by first class mail, postage prepaid, or email to the
Parties at the addresses set forth below or to such other persons as any of the Parties may designate in writing from time to time:


As to Capstone,
INI Parent, and INI Buyer:


Craig Taylor


Capstone Nutrition


900 South Depot Dr.


Ogden, Utah 84404


Fax: 801-337-5961


Email: ctaylor@capstonenutrition.com


 


with a copy to:


 


David L. Yohai


Weil, Gotshal & Manges


767 Fifth Avenue


New York, NY 10153


Fax: 212-310-8007


Email: David.Yohai@weil.com


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As to Medley:


 


John D. Fredericks


Medley LLC


600 Montgomery St., 35th Floor


San Francisco, CA 94111


Fax: 415-358-5514


Email: john.fredericks@mdly.com


 


with a copy to:


 


Amber J. Münck


Greenberg Traurig, LLP


1200 17th Street


Suite 2400


Denver, CO 80202


Fax: 303-572-6540


Email: muncka@gtlaw.com


 


As to MusclePharm:


 


MusclePharm Corporation


Legal Department


Attn: Maria Gorecki


4721 Ironton Street, Bldg. A.


Denver, CO 80239


Fax: 800-490-7165


Email: maria.gorecki@musclepharm.com


 


with a copy to:


 


Marc E. Kasowitz


Kasowitz, Benson, Torres & Friedman LLP


1633 Broadway


New York, NY 10019


 


-and-


 


Jonathan E. Minsker


Kasowitz, Benson, Torres & Friedman LLP


1441 Brickell Avenue, Suite 1420


Miami, FL 33131


Fax: 212-506-1800


Email:
JMinsker@kasowitz.com




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IN WITNESS WHEREOF and in agreement herewith the Parties have executed and delivered
this Agreement as of the Effective Date.


 


	
        F.H.G. Corporation d/b/a/ Capstone Nutrition

         
	MusclePharm Corporation
	
        By:/s/ Jared Leishman

        Name: Jared Leishman

        Title: CEO

        Date:November 4, 2016

         
	
        By:/s/ Ryan Drexler

        Name: Ryan Drexler

        Title: Interim CEO and Interim President

        Date: November 7, 2016

         

	
         

         
	 
	
        INI Parent, Inc.

         

        By:/s/ Jared Leishman

        Name: Jared Leishman

        Title: CEO

        Date: November 4, 2016

         

         

        INI Buyer, Inc.

         

        By:/s/ Jared Leishman

        Name: Jared Leishman

        Title: CEO

        Date: November 4, 2016

         

         
	 
	
        Medley Capital Corporation

        By: MCC Advisors LLC, its attorney-in-fact
	 
	
         

        By:/s/ Richard Allorto

        Name: Richard Allorto

        Title: CFO

        Date: November 7, 2016