MUSCLE MAKER, INC COMMON STOCK PURCHASE WARRANTMuscle Maker, Inc. • September 21st, 2017 • Retail-eating & drinking places • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Tripoint Global Equities, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days after the qualification date of the Offering Statement (the “Initial Exercise Date”) and on or before the close of business on the five (5) year anniversary of the qualification date of the Offering Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Muscle Maker, Inc, a California corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
MUSCLE MAKER, INC Maximum: 3,333,333 Shares of Common Stock no par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • September 21st, 2017 • Muscle Maker, Inc. • Retail-eating & drinking places • New York
Muscle Maker, Inc, a California corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell up to a maximum of 3,3333,333 shares of its common stock, no par value per share (the “Common Stock”),at an offering price of $6.00 per share, to investors (collectively, the “Investors”) in an initial public offering (the “Offering”) pursuant to Regulation A through Tripoint Global Equities, LLC and its online division, Banq®, as Selling Agent (collectively, the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
SUBSCRIPTION AGREEMENT Common Stock In Muscle Maker, Inc.Subscription Agreement • September 21st, 2017 • Muscle Maker, Inc. • Retail-eating & drinking places • California
This Subscription Agreement relates to my/our agreement to purchase _____________________________ shares of common stock, no par value per share (the “Shares”), to be issued by Muscle Maker, Inc., a California corporation (the “Company”), for a purchase price of $6.00 per Share, for a total purchase price of $____________________________ (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated ________, 2017 (the “Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
CLOSING ESCROW AGREEMENTClosing Escrow Agreement • September 21st, 2017 • Muscle Maker, Inc. • Retail-eating & drinking places • Delaware
This CLOSING ESCROW AGREEMENT (this “Agreement”) dated as of this 17th day of September 2017 by and among Muscle Maker, Inc, a California corporation (the “Company”), having an address at 2200 Space Park Drive, Suite 310, Houston, Texas 77058; TriPoint Global Equities, LLC, having an address at 1450 Broadway, 26th Floor, New York, NY 10018 (“Placement Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”), with its principal corporate trust office at 1100 North Market Street, Wilmington, Delaware 19890.
Restricted Stock AgreementRestricted Stock Agreement • September 21st, 2017 • Muscle Maker, Inc. • Retail-eating & drinking places • California
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of May 3, 2017 (the “Grant Date”) by and between Muscle Maker, Inc, a California corporation (the “Company”), and Grady Metoyer [Employee or Consultant] (the “Grantee”).
Muscle Maker, Inc Employment AgreementEmployment Agreement • September 21st, 2017 • Muscle Maker, Inc. • Retail-eating & drinking places • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the Effective Date (as defined below), by and between Robert E. Morgan (“Employee”) and Muscle Maker, Inc, a California corporation (the “Company”). The Employee and the Company are sometimes referred to herein, each individually as a “Party” or collectively as the “Parties”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 21st, 2017 • Muscle Maker, Inc. • Retail-eating & drinking places • California
This Indemnification Agreement (the “Agreement”) is made and entered into as of [___________], 2017 between Muscle Maker, Inc., a California corporation (the “Company”), and [___________] (“Indemnitee”).
CONVERTIBLE PROMISSORY NOTE AND WARRANTSMuscle Maker, Inc. • September 21st, 2017 • Retail-eating & drinking places
FOR VALUE RECEIVED, the undersigned maker(s) Muscle Maker, Inc, a California corporation having an address of 2200 Space Park Drive, Suite 310, Houston, Texas 77058 (“MMI”), (the “Borrower”), promises to pay to the order of _____________________, an individual investor having an address of ________________________________ (“Investor”), at such address or at such other place as the Investor or subsequent holder of this Promissory Note (the “Lender”) in the sum of ___________________, to be paid with interest of 10%.
STAND ALONE NON-QUALIFIED STOCK OPTION AGREEMENT FOR FRANCHISEESStand Alone Non-Qualified Stock Option Agreement • September 21st, 2017 • Muscle Maker, Inc. • Retail-eating & drinking places • California
MUSCLE MAKER, INC, a California corporation, located at 2200 Space Park Drive, Suite 310, Houston, Texas 77058 (the “Company”), hereby grants to ______________ (the “Optionee”), a franchisee of the Company, a non-qualified stock option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, no par per share (the “Stock”), of the Company specified above (the “Option Shares”) at the Option Exercise Price per Share specified above (the “Exercise Price”) subject to the terms and conditions set forth herein.
MUSCLE MAKER, INC FORM OF WARRANT TO PURCHASE COMMON STOCKMuscle Maker, Inc. • September 21st, 2017 • Retail-eating & drinking places • California
THIS CERTIFIES THAT, for value received, ___________________ (the “Holder”), is entitled to subscribe for and purchase from Muscle Maker, Inc, a corporation organized under the laws of the state of California (the “Company”), subject to Section 1(b) hereof, commencing at the time periods prescribed herein and ending at 5:00 p.m. California time on _______, 2020 (the “Warrant”), _______ shares (the “Shares”) of common stock of the Company (the “Common Stock”). The exercise price for each Share subject to this Warrant (the “Warrant Price”) is $_____.
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS Dated as of September 15, 2017Assets and Assumption of Obligations • September 21st, 2017 • Muscle Maker, Inc. • Retail-eating & drinking places • California
This Agreement of Conveyance, Transfer and Assigning of Assets and Assumptions of Obligations (this “Agreement”) dated as of the date first set forth above (the “Effective Date”), is made and entered into by and among Muscle Maker, Inc, a California corporation (“Assignor”) and Muscle Maker Corp., LLC, a Nevada limited liability company (“Assignee”). Each of Assignor and Assignee may be referred to herein as a “Party” and collectively as the “Parties.”
