INDEMNIFICATION AGREEMENT
Exhibit 10.1
This
Indemnification Agreement (this “Agreement”) is made as of
______________ ___, _____, 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 in effect as of the date hereof (as they may be amended
or restated from time to time).
“Board” means the board of
directors of the Company.
“Bylaws” means the bylaws
of the Company in effect as of the date hereof (as they may be
amended or restated from time to time).
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“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
such covered person 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 Indemnitee 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 its or his/her 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 is serving in or may serve as a director, officer,
employee, agent or fiduciary of the Company. Indemnitee may also
serve 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. To the fullest
extent permitted by applicable law and subject to Section 6 of this
Agreement:
(a) The Company shall
indemnify Indemnitee if Indemnitee was or is a party or is
threatened to be made a party to, or is otherwise involved in, any
Proceeding (brought in the right of the Company or otherwise), by
reason of the fact that Indemnitee is or was serving or acting in a
Covered Capacity, or by reason of any action alleged to have been
taken or omitted by Indemnitee in any such Covered
Capacity.
(b) The indemnification
provided by this Section
3 shall be from and against Expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by
Indemnitee in accordance with Section 7 in connection with
the Proceeding.
4. 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 Indemnitee or on Indemnitee’s behalf
in accordance with Section
7 in connection with the Proceeding and his or her acting as
a witness in it.
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5. Partial Indemnification. If
Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of the
Expenses, judgments, fines or penalties actually or reasonably
incurred in the Proceeding, but not, however, for the total amount
thereof, the Company shall nevertheless indemnify Indemnitee for
the portion of such Expenses, judgments, fines and penalties to
which Indemnitee is entitled.
6. 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
7, 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.
(b) Notwithstanding any
provision in this Agreement, the Company is not obligated under
this Agreement to make any indemnification payments in connection
with:
(i) Any claim made
against Indemnitee 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;
(ii) Any
suit in which judgment is rendered against Indemnitee for
disgorgement of profits made from the purchase or sale by
Indemnitee of securities of the Company pursuant to the provisions
of Section 16(b) of the Securities Exchange Act of 1934, as
amended; or
(iii) Except
as provided for in Sections 7 or 10(c) of this Agreement, in 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.
7. 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 Indemnitee 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 7. 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 6(b) of this
Agreement.
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8. 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 9, 10 and 11 of this
Agreement.
9. 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 7 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
pursuant to the requirements of NRS 78.751(1).
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. 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 9(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
7 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.
10. 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 9 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.
(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.
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(d) In determining good
faith, unless otherwise required by applicable law, Indemnitee must
be deemed to have acted in good faith and in a manner which
Indemnitee 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.
11. 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 9(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 7 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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12. 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.
13. Subrogation. Subject to Section
13, 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.
14. 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.
15. 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 15 the greater benefits
so afforded. Except as provided in this Section 15 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.
16. 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.
17. 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.
18. 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.
19. 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.
20. Governing Law. 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.
21. 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.
22. 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.
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23. 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.
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MUSCLEPHARM CORPORATION
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By:
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Name:
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Title:
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INDEMNITEE
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By:
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Name:
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