MUSCLE MAKER, INC COMMON STOCK PURCHASE WARRANTNotice of Exercise • November 16th, 2017 • Muscle Maker, Inc. • 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: 4,200,000 Shares of Common Stock no par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • November 16th, 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 4,200,000 shares of its common stock, no par value per share (the “Common Stock”),at an offering price of $4.75 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 (BANQ® Subscribers) Common Stock In Muscle Maker, IncSubscription Agreement • November 16th, 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 $4.75 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 • November 16th, 2017 • Muscle Maker, Inc. • Retail-eating & drinking places • Delaware
This CLOSING ESCROW AGREEMENT (this “Agreement”) dated as of this 2nd day of October 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.
SUBSCRIPTION AGREEMENT Common Stock In Muscle Maker, IncSubscription Agreement • November 16th, 2017 • Muscle Maker, Inc. • Retail-eating & drinking places • California
This Subscription Agreement relates to my/our agreement to purchase of 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 $4.75 per Share, for a total purchase price of the number of shares times the price per share (“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.
November 15, 2017Muscle Maker, Inc. • November 16th, 2017 • Retail-eating & drinking places
Restricted Stock AgreementRestricted Stock Agreement • November 16th, 2017 • Muscle Maker, Inc. • Retail-eating & drinking places • California
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of _______, 2017 (the “Grant Date”) by and between Muscle Maker, Inc, a California corporation (the “Company”), and __________, as [employee/consultant] (the “Grantee”).
