MusclePharm Corporation






RESTRICTED STOCK AGREEMENT

(Non-Assignable)


 





 






 


[83%
of grant] Shares of Restricted Stock of

MusclePharm Corporation


 


THIS CERTIFIES that
on July __, 2013, [NAME] (“Holder”) was granted [83%
OF SHARE GRANTED] ([insert # = to 83% of shares granted]) shares of fully
paid and non-assessable shares (“Shares”) of the Restricted Stock (par value $0.001 per share) of MusclePharm Corporation
(the “Corporation”), a Nevada corporation. A determination of the Compensation Committee of the Board of Directors
of the Company (the “Committee”) as to any questions which may arise with respect to the interpretation of the provisions
of this award shall be final.


 


TERMS AND CONDITIONS.
It is understood and agreed that the award evidenced by this agreement is subject to the following terms and conditions:


 


1.          Vesting.
The Shares shall vest according to the following schedule, provided that Holder remains continuously employed as an employee of
the Corporation (except as outlined in Section 9(d) of this Agreement) from the date hereof through the applicable vesting date:


 


	Vesting
    Date	 	Number
    of Shares Vesting
	 	 	 
	December 31, 2015	 	[INSERT 83% OF SHARES GRANTED] Shares


 


The Committee may accelerate
any vesting date of the Shares, in its discretion, if it deems such acceleration to be desirable. Notwithstanding any contrary
provision set forth herein, the vesting date of the Shares shall accelerate in full upon the earlier of: (a) a Change in Control
(as defined in Section 8 of this Agreement), or (b) pursuant to Section 9(d) of this Agreement.


 


2.          Regulatory
Compliance and Listing. The issuance or delivery of any stock certificates representing Shares may be postponed by the Corporation
for such period as may be required to comply with any applicable requirements under the federal securities laws, any applicable
listing requirements of any national securities exchange, any rules, regulations or other requirements under any other law, or
any rules or regulations applicable to the issuance or delivery of such Shares, and the Corporation shall not be obligated to deliver
any such Shares to the Holder if delivery thereof would constitute a violation of any provision of any law or of any regulation
of any governmental authority or any national securities exchange.


 




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3.          Investment
Representations and Related Matters. The Holder hereby represents that the Shares awarded pursuant to this agreement are being
acquired for investment purposes and not for resale or with a view towards distribution thereof. The Holder acknowledges and agrees
that any sale or distribution of Shares may be made only pursuant to either (a) a registration statement on an appropriate form
under the Securities Act of 1933, as amended (“Securities Act”), which registration statement has become effective
and is current with regard to the Shares being sold, or (b) a specific exemption from the registration requirements of the Securities
Act that is confirmed in a favorable written opinion of counsel, in form and substance satisfactory to counsel for the Corporation,
prior to any such sale or distribution. The Holder hereby consents to such action as the Corporation deems necessary or appropriate
from time-to-time to prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act
or to implement the provisions of this agreement, including but not limited to placing restrictive legends on certificates evidencing
Shares and delivering stop transfer instructions to the Corporation’s stock transfer agent.


 


4.          No
Right To Continued Employment; Forfeiture. This agreement does not confer upon the Holder any right to continued employment
by the Corporation or any of its subsidiaries or affiliated companies, nor shall it interfere in any way with the right to the
Holder’s employer to terminate employment at any time for any reason or no reason.


 


5.          Construction.
This agreement will be construed by and administered under the supervision of the Committee, and all determinations will be final
and binding on the Holder.


 


6.          Dilution.
Nothing in this agreement will restrict or limit in any way the right of the Committee to issue or sell stock of the Corporation
(or securities convertible into stock of the Corporation) on such terms and conditions as it deems to be in the best interests
of the Corporation, including, without limitation, stock and securities issued or sold in connection with mergers and acquisitions,
stock issued or sold in connection with any stock option or similar plan, and stock issued or contributed to any stock bonus or
employee stock ownership plan.


 


7.          Legends.
The Shares shall bear a legend in substantially the following form:


 


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR (B) AN OPINION
OR COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS,
OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.


 


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A VESTING PERIOD PURSUANT TO A RESTRICTED STOCK AGREEMENT DATED JULY __, 2013, ENTERED
INTO BETWEEN THE HOLDER OF THIS CERTIFICATE AND MUSCLEPHARM CORPORATION.


 




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8.          Change
in Control. (a) For purposes of this Agreement, a Change in Control shall be deemed to have occurred if:


 


(i)         a
tender offer (or series of related offers) shall be made and consummated for the ownership of 50% or more of the outstanding voting
securities of the Corporation, unless as a result of such tender offer more than 50% of the outstanding voting securities of the
surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Corporation (as of the time immediately
prior to the commencement of such offer), any employee benefit plan of the Corporation or its subsidiaries, and their affiliates;


 


(ii)        the
Corporation shall be merged or consolidated with another corporation, unless as a result of such merger or consolidation more than
50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders
of the Corporation (as of the time immediately prior to such transaction), any employee benefit plan of the Corporation or its
subsidiaries, and their affiliates;


 


(iii)       the
Corporation shall sell substantially all of its assets to another corporation that is not wholly owned by the Corporation, unless
as a result of such sale more than 50% of such assets shall be owned in the aggregate by the stockholders of the Corporation (as
of the time immediately prior to such transaction), any employee benefit plan of the Corporation or its subsidiaries and their
affiliates; or


 


(iv)       a
person (as defined below) shall acquire 50% or more of the outstanding voting securities of the Corporation (whether directly,
indirectly, beneficially or of record), unless as a result of such acquisition more than 50% of the outstanding voting securities
of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Corporation (as of the time
immediately prior to the first acquisition of such securities by such person), any employee benefit plan of the Corporation or
its subsidiaries, and their affiliates.


 


(b)  If, at any time,
the Corporation shall effect a Change in Control transaction, then, on the date of the occurrence of such Change in Control transaction
all of the remaining Shares then not yet vested shall immediately vest.


 


9.          Termination.


 


(a)  All then unvested
Shares shall be forfeited and reacquired by the Corporation upon the termination of the Holder’s employment with the Corporation,
upon the date of such termination, if such termination is effected by either (i) the Corporation, for “Cause” (as defined
below), or (ii) the Holder for any reason other than “Good Reason” (as defined below), provided that, the Committee
may determine in any individual case, that restrictions or forfeiture conditions relating to the Shares shall be waived in whole
or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or
in part the forfeiture of the Shares.


 




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(b)  For the purposes
of this Agreement, “Cause” shall mean:


 


(i)            conviction
of a felony or a crime involving fraud or moral turpitude; or


 


(ii)           theft,
material act of dishonesty or fraud, intentional falsification of any employment or Corporation records, or commission of any criminal
act which impairs participant’s ability to perform appropriate employment duties for the Corporation; or


 


(iii)          intentional
or reckless conduct or gross negligence materially harmful to the Corporation or the successor to the Corporation after a Change
in Control , including violation of a non-competition or confidentiality agreement; or


 


(iv)          willful
failure to follow lawful instructions of the person or body to which participant reports; or


 


(v)           gross
negligence or willful misconduct in the performance of participant’s assigned duties.  Cause shall not include
mere unsatisfactory performance in the achievement of participant’s job objectives.


 


(c)   For
purposes of this Agreement, “Good Reason” shall exist upon the occurrence of the following:


 


(i)            the
assignment to the Holder of any duties inconsistent with the position in the Corporation that Holder held immediately prior to
the assignment;


 


(ii)           a
Change of Control resulting in a significant adverse alteration in the status or conditions of Holder’s participation with
the Corporation or other nature of Holder’s responsibilities from those in effect prior to such Change of Control, including
any significant alteration in Holder’s responsibilities immediately prior to such Change in Control; and


 


(iii)         the
failure by the Company to continue to provide Holder with benefits substantially similar to those enjoyed by Holder prior to such
failure.


 


(d)  Notwithstanding
anything contained in Section 1 of this Agreement, if the Holder’s employment with the Corporation shall be terminated by
the Corporation for any reason other than for Cause, or by the Holder for Good Reason, then, on the date of the occurrence of such
termination all of the remaining Shares then not yet vested shall immediately vest.


 


10.         Notices.
Any notice hereunder to the Corporation shall be addressed to it c/o MusclePharm Corporation 4721 Ironton Street, Building A, Denver,
CO 80239, Attention: Chief Executive Officer, and any notice hereunder to the Holder shall be addressed to the Holder at the last
known home address shown in the records of the Corporation, subject to the right of any party hereto to designate another address
at any time hereafter in writing.


 




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11.         Counterparts.
This agreement may be executed in counterparts each of which taken together shall constitute one and the same instrument.


 


12.         Governing
Law. This agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of
Nevada without reference to principles of conflicts of laws.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF,
the Corporation caused this agreement to be executed by a duly authorized officer.


 


	Dated: July __, 2013	MUSCLEPHARM CORPORATION
	 	 	 
	 	By:	 
	 	 	Name: Brad Pyatt
	 	 	Title:  CEO and President


 


ACCEPTED AND ACKNOWLEDGED:


 


	By:	 	 
	 	Print Name: [_______]	 
	 	 	 
	Dated:	July __, 2013	 


 




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