Exhibit 10.1


 


Services
Agreement


 


Dated
as of November 14, 2022


 


This
Services Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”),
by and between (i) Muscle Maker, Inc., a Nevada corporation (“Muscle Maker”); (ii) Sadot LLC, a Delaware limited liability
company and a wholly owned subsidiary of Muscle Maker (“Sadot”); and (iii) AGGIA LLC FZ, a company organized under the laws
of United Arab Emirates (“Aggia”). Each of Muscle Maker, Sadot and Aggia may be referred to herein individually as a “Party”
and collectively as the “Parties”.


 


WHEREAS,
Aggia is in the business of providing services to companies such as Sadot and has specific expertise in the business of delivering food
farm to table, wholesaling food and engaging in the purchase and sale of physical food commodities (the “Business”);


 


WHEREAS,
Muscle Maker recently formed Sadot for the sole purpose of engaging in the Business; and


 


WHEREAS,
Muscle Maker and Sadot deem it to be in its best interest to retain Aggia to render to Sadot such services as set forth herein;


 


NOW,
THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree as follows:


 


Section
1.  Engagement. In exchange for the compensation as set forth herein and subject to the other terms and conditions
hereinafter set forth, Sadot hereby engages Aggia during the Term (as defined below), on an exclusive basis, to render the Services set
forth in Section 3 as an independent contractor of Sadot, and Aggia hereby accepts such engagement. 


 


Section
2.  Directors. 


 


		(a)	Subject
                                            to the terms and conditions herein, Aggia will have the right to nominate up to eight (8)
                                            directors (as applicable, the “Designated Directors”) to the Board of Directors
                                            (the “Board”) of Muscle Maker, seven (7) of which will be independent, meeting
                                            the independence requirements of the NASDAQ Capital Market (the “NASDAQ”), to
                                            serve in such positions until their earlier respective death, resignation or removal from
                                            office, and Muscle Maker shall take such actions as required to provide for the continued
                                            service of the Designated Directors as directors of Muscle Maker. All candidates as Designated
                                            Directors will be subject to the reasonable acceptance of the Board and appropriate background
                                            checks and will, subject to such checks and acceptance, be named to the Board. The Board
                                            agrees that, subject to the foregoing, it shall take such actions as reasonably required
                                            to name the directors which Aggia has the right to nominate to the Board as set forth herein,
                                            to positions as directors on the Board. In the event that a Designated Director candidate
                                            does not meet such qualifications, Aggia shall nominate a replacement Designated Director
                                            candidate, who shall be subject to the requirements as set forth herein. 



 






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		(b)	The
                                            Designated Directors shall constitute a majority of the Board subject to the thresholds set
                                            forth herein. 



 


		(c)	The
                                            below thresholds shall apply to the nomination of each Designated Director: 



 


		(i)	Upon
                                            the Closing Date (as defined below), Aggia shall nominate one (1) person as a director to
                                            the Board (the “Initial Director”). 



 


		(ii)	Upon
                                            Sadot generating an initial $3.3 million in Net Income (as defined below), Aggia shall nominate
                                            two (2) additional persons as directors of the Board.



 


		(iii)	Upon
                                            Sadot generating an additional $3.3 million in Net Income in excess of the Net Income calculated
                                            under Section 2(c)(ii), Aggia shall nominate two (2) additional persons as directors of the
                                            Board.



 


		(iv)	Upon
                                            Sadot generating an additional $3.3 million in Net Income in excess of the Net Income calculated
                                            under Section 2(c)(ii) and Section 2(c)(iii), Aggia shall nominate three (3) additional persons
                                            as directors of the Board.



 


Section
3.  Services. 


 


		(a)	The
                                            Parties acknowledge and agree that, on the Closing Date, Muscle Maker shall enter into the
                                            Limited Liability Company Operating Agreement of Sadot in the form as attached hereto as
                                            Exhibit A (the “Operating Agreement”), which shall provide that Sadot shall be
                                            a member-managed limited liability company, and Muscle Maker shall be the managing member.
                                            



 


		(b)	Pursuant
                                            to the terms and conditions of this Agreement, during the Term (as defined below) Aggia is
                                            and shall be engaged to provide specific advisory services to Sadot as more specifically
                                            detailed on Exhibit B (the “Services”) and shall report directly to Muscle Maker
                                            as the managing member of Sadot. 



 


		(c)	Notwithstanding
                                            the fact that Muscle Maker shall be the managing member of Sadot, the Parties acknowledge
                                            and agree that the sole person who shall have the right to make any decisions for Muscle
                                            Maker with respect to Sadot, or to take any actions on behalf of Sadot, shall be the Initial
                                            Director (the “Managing Member Representative”), provided that such decisions
                                            shall be made in accordance with the Protocol as provided by Aggia to Muscle Maker as of
                                            the Effective Date (the “Protocol”). The Managing Member Representative shall
                                            have the sole power and authority to execute documents and agreements on behalf of Muscle
                                            Maker in its capacity as managing member solely with respect to Sadot, and to bind Muscle
                                            Maker to such documents or agreements solely in its role as managing member, subject to the
                                            Protocol, provided that any other officer of Muscle Maker may execute this Agreement on the
                                            Effective Date on behalf of Sadot and provided that the Managing Member Representative may
                                            give power and authority to the Chief Executive Officer and Chief Financial Officer of Muscle
                                            Maker to execute documents and agreements on behalf of Sadot, and to bind Sadot to such documents
                                            or agreements. The Managing Member Representative may be terminated (i) by Muscle Maker at
                                            any time; and (ii) shall be automatically terminated in the event the Initial Director no
                                            longer serves as a director of Muscle Maker, provided that in the event of the occurrence
                                            of the events in either clause (i) or clause (ii), Aggia shall appoint a replacement Designated
                                            Director as the Managing Member Representative, provided, however, until such time that a
                                            Designated Director is appointed as Managing Member Representative, then Muscle Maker shall
                                            serve as the Managing Member Representative. The Parties acknowledge and agree that, in the
                                            event that at the time of any replacement of the Managing Member Representative pursuant
                                            to the preceding sentence there is only one “Designated Director”, Aggia shall
                                            have the right to change the Designated Director so that the Managing Member Representative
                                            is a Designated Director. 



 






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		(d)	Notwithstanding
                                            the definition of the “Services” as set forth above, it is acknowledged and agreed
                                            by the Parties that Aggia does not carry any professional financial or legal or accounting
                                            licenses, and that Aggia is not rendering legal advice or performing accounting services,
                                            nor acting as an investment advisor or broker/dealer within the meaning of the applicable
                                            state and federal securities laws. 



 


Section
4.  Term; Termination.


 


		(a)	This
                                            Agreement shall be effective as of the Effective Date, but the term during which Aggia shall
                                            provide the Services (the “Term”) shall commence on the Closing Date (as defined
                                            below) and shall continue until this Agreement and the Term are terminated in accordance
                                            with the provisions herein. 



 


		(b)	Following
                                            the Closing Date, this Agreement and the Term may be terminated, or shall be terminated,
                                            as follows:



 


		(i)	On
                                            the joint written agreement of all of the Parties;



 


		(ii)	By
                                            Muscle Maker in the event that, at any time prior to the time that Sadot has generated $9.9
                                            million in Net Income (as defined in the Operating Agreement) (the “Income Date”);
                                            



 


		(A)	Sadot
                                            fails to generate Net Income for three (3) consecutive quarters during the two (2) years
                                            following the formation of Sadot (the “Termination Period”); or



 


		(B)	During
                                            the Termination Period, the accrued amount Debt (as defined below) has not reached the Debt
                                            Cap (as defined below); or



 


		(iii)	automatically,
                                            in the event that the Shareholder Approval Matters (as defined below) fail to receive the
                                            requisite vote needed to approve such matters at the Meeting (“Shareholder Rejection
                                            Event”). 



 


		(c)	Except
                                            as set forth herein, upon the termination or expiration of the Term, the Parties shall have
                                            no further obligations hereunder other than those which arose prior to such termination or
                                            which are explicitly set forth herein as surviving any such termination or expiration. 



 






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		(d)	In
                                            the event of any termination of this Agreement as set forth in Section 4(b), then within
                                            thirty (30) days of such event:



 


		(i)	At
                                            the election of Aggia, either:



 


		(A)	Sadot
                                            will make a payment to Aggia equal to (1) the Net Income generated by Sadot from the Closing
                                            Date through the date of such termination, less (2) any supportable incremental cost that
                                            Muscle Maker and Sadot would not have incurred that is attributable to Sadot, provided, however,
                                            in the event Net Income has not been calculated as a result of a delay in settling transactions
                                            and expenses by Sadot, then the 30 day period referenced above in this section shall be extended
                                            and each of the Parties agree to finalize the calculation of Net Income in an expedited manner;
                                            or



 


		(B)	Aggia
                                            will retain the Shares it has received prior to such termination.



 


		(e)	In
                                            the event that Aggia elects the option in Section 4(d)(i)(A), Aggia will return all Shares
                                            to Muscle Maker for cancellation.



 


		(f)	In
                                            the event that Aggia elects option in Section 4(d)(i)(B), the Lock-Up Agreement (as defined
                                            below) shall be automatically terminated.



 


		(g)	Immediately
                                            following the completion of the actions set forth in Section 4(d), and in Section 4(e) or
                                            Section 4(f) as applicable, Muscle Maker shall sell to Aggia 100% of the Units (as defined
                                            in the Operating Agreement) and therefore 100% of the Membership Interests, for a purchase
                                            price of $1.00 in total. 



 


Section
5.  Compensation and Expenses.


 


		(a)	As
                                            full and complete compensation for Aggia’s agreement to perform the Services, Muscle
                                            Maker shall pay to Aggia the consideration as set forth in this Section 5. 



 


		(i)	For
                                            each applicable quarter of a Fiscal Year (as defined in the Operating Agreement) (each, a
                                            “Fiscal Quarter”), within 45 days of the end of the Fiscal Quarter (90 days for
                                            the Fiscal Quarter ended December 31), Muscle Maker shall determine the Net Income (as defined
                                            in the Operating Agreement) or the Net Loss (as defined in the Operating Agreement). Upon
                                            delivery of such determination, Aggia will have ten days to object to such determination
                                            in writing. If the Parties cannot resolve any such dispute with respect to the calculation
                                            of the Net Income or Net Loss within ten days from such objection, then the parties agree
                                            to resolve any dispute through arbitration. The arbitration shall
                                            be administered by the American Arbitration Association by one arbitrator, and the arbitrator
                                            shall be jointly selected by the Parties from a list of arbitrators provided by the American
                                            Arbitration Association following a request by the Party seeking arbitration, from a list
                                            of five retired or former jurists with substantial professional experience in accounting
                                            matters. In the event that the Parties are unable to agree on the identity of the arbitrator
                                            within 10 days of receipt of such list, then each of Muscle Maker and Aggia shall select
                                            one arbitrator from such list and the two arbitrators so selected shall select the sole arbitrator
                                            who shall resolve such dispute. The arbitration shall be conducted under the procedures applicable
                                            to arbitrations in the State of Texas. The arbitrator’s authority and jurisdiction
                                            shall be limited to determining the dispute in arbitration in conformity with the governing
                                            law as set forth in Section 15(i)(i), to the same extent as if such dispute were determined
                                            as to liability and any remedy by a court without a jury. The arbitrator shall render an
                                            award which shall include a written statement of opinion setting forth the arbitrator’s
                                            findings of fact and conclusions of law.



 






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		(ii)	The
                                            Parties acknowledge and agree that, as of the Effective Date, Muscle Maker has 28,849,127
                                            shares of Common Stock issued and outstanding.



 


		(iii)	Subject
                                            to the terms and conditions herein, in the event that there is a positive Net Income for
                                            any Fiscal Quarter, Aggia shall be issued a number of shares of common stock, par value $0.0001
                                            per share, of Muscle Maker (the “Common Stock”) equal to (i) the Net Income for
                                            such Fiscal Quarter, divided by $1.5625 (the “Divisor”). The shares of Common
                                            Stock issued pursuant to the preceding sentence are referred to as the “Shares”.
                                            By way of example and not limitation, in the event that Net Income is $125,000 for a particular
                                            Fiscal Quarter, Aggia would be issued 80,000 Shares. The Parties acknowledge that Muscle
                                            Maker may only issue authorized, unreserved Shares of Common Stock. Notwithstanding the forgoing,
                                            Aggia shall only be issued Shares until Aggia has been issued a maximum of 14,424,275 Shares
                                            (as the same may be adjusted as set forth herein, the “Shares Cap”), being 49.999%
                                            of the number of issued and outstanding shares as of the Effective Date.



 


		(iv)	In
                                            the event that there is Net Income for any Fiscal Quarter, but the Shares Cap has been reached
                                            pursuant to Section 5(a)(ii) as a result of the last sentence of Section 5(a)(ii), then the
                                            remaining portion of the Net Income not issued as Shares pursuant to Section 5(a)(ii) shall
                                            accrue as debt payable by Sadot to Aggia (the “Debt”), until such Debt has reached
                                            a maximum of $71,520,462. By way of example and not limitation, in the event that the Shares
                                            Cap has been attained, and in the event that Net Income in the amount of $100,000 has not
                                            been accounted for by the operation of Section 5(a)(ii), then $80,000 shall thereafter constitute
                                            Debt. The Debt shall be represented by one or more promissory notes of Sadot issued to Aggia,
                                            each substantially in the form as attached hereto as Exhibit C (each, a “Note”
                                            and collectively the “Notes”), with one Note to be issued at the time any Debt
                                            is determined payable herein. issuable to Aggia and such Debt shall be subject to repayment
                                            as set forth in the applicable Note(s). 



 


		(v)	Notwithstanding
                                            the existence of any Debt, the Parties acknowledge and agree that all of the positive Net
                                            Income shall remain in Sadot for further investment into the Sadot business, provided, however,
                                            that such Net Income as required to repay the Note(s) and the Debt pursuant to the terms
                                            of the Note(s) shall be utilized by Sadot for such purposes, and provided that, after the
                                            Income Date, the costs incurred by Aggia for the engagement of all employees or consultants
                                            of Aggia hired for running the business of Sadot as well as any travel expenses or other
                                            expenses incurred for such work, shall be reimbursed to Aggia by Sadot to the extent then
                                            accrued, and shall be reimbursed thereafter for as long as this Agreement remains in effect.
                                            All costs incurred or accrued by Aggia must be submitted in writing to the Chief Financial
                                            Officer of Muscle Maker no later than five (5) days after the end of each calendar month.
                                            



 


		(vi)	Pursuant
                                            to the rules and regulations of NASDAQ, once Aggia has been issued a number of Shares constituting
                                            19.99% of the issued and outstanding shares of Common Stock of Muscle Maker as of the applicable
                                            date, no additional shares of Common Stock shall be issued to Aggia unless and until the
                                            Shareholder Approval Matters have received the requisite vote needed to approve such matters
                                            at the Meeting or otherwise, but the issuance of such Shares and the Debt as set forth above
                                            shall continue to be calculated and shall accrue as an obligation of Muscle Maker, and such
                                            Shares (subject to the limitations herein) shall be issued upon the Shareholder Approval
                                            Matters having received the requisite vote needed to approve such matters at the Meeting
                                            or otherwise, with the Debt being calculated and accruing as set forth above. 



 






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		(b)	The
                                            “Divisor” and the number of Shares comprising the “Shares Cap” shall
                                            each be subject to equitable adjustments for any combinations or splits of the Common Stock
                                            occurring following the Effective Dare and the issuance of such Shares following such combination
                                            or split. By way of example and not limitation, in the event of a 2 for 1 forward split of
                                            the Common Stock in such time frame, wherein each share of Common Stock is converted into
                                            two shares of Common Stock, the Divisor and the Shares Cap shall each be doubled, and in
                                            the event of a 1 for 2 reverse split of the Common Stock in such time frame, wherein each
                                            two shares of Common Stock are combined into one share of Common Stock, the Divisor and the
                                            Shares Cap shall be reduced by 50%. The adjustments pursuant to this Section 5(b) shall be
                                            undertaken each time an event set forth herein occurs. 



 


		(c)	Aggia
                                            shall be responsible for any and all taxes incurred by or payable by Aggia with respect to
                                            all compensation or reimbursement of expenses or any other payments made to Aggia hereunder,
                                            including, but not limited to, all taxes associated with the issuance of the Shares. 



 


Section
6.  Closing. The closing of the Transactions (the “Closing”) shall occur on first Business Day (as
defined below) following the satisfaction, or waiver by the Party for whose benefit the condition exists, of the conditions to the Closing
as set forth in Section 9 and Section 10, as applicable, or such other date as may be agreed to by the Parties, each in their sole discretion
(as applicable, the “Closing Date”) by electronic delivery of this Agreement and the other documents contemplated herein.
“Business Day” shall mean any day on which commercial banks are generally open for business in Nevada. 


 


Section
7.  Representations and Warranties.


 


		(a)	Representations
                                            and Warranties of Muscle Maker. Muscle Maker represents and warrants hereunder that this
                                            Agreement and the transactions contemplated hereunder have been duly and validly authorized
                                            by all requisite corporate action; that Muscle Maker has the full right, power and capacity
                                            to execute, deliver and perform its obligations hereunder; and that this Agreement, upon
                                            execution and delivery of the same by Muscle Maker, will represent the valid and binding
                                            obligation of Muscle Maker enforceable in accordance with its terms, subject to the application
                                            of bankruptcy, insolvency, reorganization, moratorium or other similar Laws (as defined below)
                                            affecting the enforcement of creditors’ rights generally and general principles of
                                            equity, regardless of whether enforceability is considered in a proceeding at law or in equity
                                            (the “Enforceability Exceptions”). The representations and warranties set forth
                                            herein shall survive the termination or expiration of this Agreement.



 






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		(b)	Representations
                                            and Warranties of Sadot. Sadot represents and warrants hereunder that this Agreement
                                            and the transactions contemplated hereunder have been duly and validly authorized by all
                                            requisite limited liability company action; that Sadot has the full right, power and capacity
                                            to execute, deliver and perform its obligations hereunder; and that this Agreement, upon
                                            execution and delivery of the same by Sadot, will represent the valid and binding obligation
                                            of Sadot enforceable in accordance with its terms, subject to the application of the Enforceability
                                            Exceptions. The representations and warranties set forth herein shall survive the termination
                                            or expiration of this Agreement.



 


		(c)	General
                                            Representations and Warranties of Aggia. Aggia represents and warrants hereunder that
                                            this Agreement and the transactions contemplated hereunder have been duly and validly authorized
                                            by all requisite action; that Aggia has the full right, power and capacity to execute, deliver
                                            and perform its obligations hereunder; and that this Agreement, upon execution and delivery
                                            of the same by Aggia, will represent the valid and binding obligation of Aggia enforceable
                                            in accordance with its terms, subject to the application of the Enforceability Exceptions.
                                            Aggia further represents that it has been provided copies of the Executive Retention Agreements
                                            to be entered on the Effective Date between Muscle Maker and each of Michael Roper, Kevin
                                            Mohan, Jennifer Black, Kenn Miller and Aimee Infante (the “Retention Agreements”).
                                            The representations and warranties set forth herein shall survive the termination or expiration
                                            of this Agreement.



 


		(d)	Representation
                                            and Warranties of Aggia Related to the Shares.



 


		(i)	Investment
                                            Purpose. Aggia understands and agrees that the consummation of the transactions herein
                                            including any delivery of the Shares as contemplated hereby, constitutes the offer and sale
                                            of securities under the Securities Act of 1933, as amended (the “Securities Act”)
                                            and applicable state statutes and that the Shares are being acquired by Aggia for Aggia’s
                                            own account and not with a present view towards the public sale or distribution thereof,
                                            except pursuant to sales registered or exempted from registration under the Securities Act.



 


		(ii)	Investor
                                            Status. Aggia is an “accredited investor” as that term is defined in Rule
                                            501(a) of Regulation D pursuant to the Securities Act (an “Accredited Investor”)
                                            or is not an Accredited Investor, as indicated on Aggia’s signature page to this Agreement.



 


		(iii)	Information.
                                            Aggia has been furnished with all documents and materials relating to the business, finances
                                            and operations of Muscle Maker and its subsidiaries and information that Aggia requested
                                            and deemed material to making an informed decision regarding this Agreement and the underlying
                                            transactions. Aggia acknowledges and agrees that the reports and filings made by Muscle Maker
                                            with the Securities and Exchange Commission pursuant to the Securities Act or the Securities
                                            Exchange Act of 1934, as amended (the “SEC Reports”) including, but not limited
                                            to, the Form 8-K Current Reports filed with the SEC on August 3, 2022 and February 4, 2022
                                            pertaining to Item 3.01 and the other information, materials and documents as required to
                                            be delivered to Aggia pursuant to Rule 502 under Regulation D pursuant to the Securities
                                            Act has been delivered to Aggia, and Aggia has received and reviewed such SEC Reports and
                                            other information, materials and documents. 



 


		(iv)	Reliance
                                            on Exemptions. Aggia understands that the Shares are being offered and sold to Aggia
                                            in reliance upon specific exemptions from the registration requirements of United States
                                            federal and state securities Laws and that Muscle Maker is relying upon the truth and accuracy
                                            of, and Aggia’s compliance with, the representations, warranties, agreements, acknowledgments
                                            and understandings of Aggia set forth herein in order to determine the availability of such
                                            exemptions and the eligibility of Aggia to acquire the Shares. For purposes herein, “Law” means
                                            any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common
                                            law, judgment, decree, other requirement or rule of law of any Governmental Authority. “Governmental
                                            Authority” means any federal, state, local or foreign government or political
                                            subdivision thereof, or any agency or instrumentality of such government or political subdivision,
                                            or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental
                                            authority (to the extent that the rules, regulations or orders of such organization or authority
                                            have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction. 



 






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		(v)	Information.
                                            Aggia and Aggia’s advisors, if any, have been furnished with all materials relating
                                            to the business, finances and operations of Muscle Maker and materials relating to the offer
                                            and sale of the Shares which have been requested by Aggia or his, her or its advisors. Aggia
                                            and Aggia’s advisors, if any, have been afforded the opportunity to ask questions of
                                            Muscle Maker. Aggia, either alone or with his, her or its purchaser representative(s) has
                                            such knowledge and experience in financial and business matters that Aggia is capable of
                                            evaluating the merits and risks of the prospective investment and the receipt of the Shares.
                                            Aggia understands that Aggia’s investment in the Shares involves a significant degree
                                            of risk. Aggia is not aware of any facts that may constitute a breach of any of Muscle Maker’s
                                            representations and warranties made herein.



 


		(vi)	Governmental
                                            Review. Aggia understands that no United States federal or state agency or any other
                                            government or governmental agency has passed upon or made any recommendation or endorsement
                                            of the Shares.



 


		(vii)	Transfer
                                            or Resale. Aggia understands that subject to the terms set forth in the Lock-Up Agreement
                                            and herein (i) the sale or re-sale of the Shares has not been and is not being registered
                                            under the Securities Act or any applicable state securities Laws, and the Shares may not
                                            be transferred unless (a) the Shares are sold pursuant to an effective registration
                                            statement under the Securities Act, or (b) the Shares are sold or transferred otherwise in
                                            compliance with all applicable securities Laws and, if the Shares bear a legend or are subject
                                            to a stop-transfer order referenced in Section 7(d)(viii) or otherwise required by Muscle
                                            Maker’s transfer agent, Aggia shall have delivered to Muscle Maker an opinion of counsel
                                            that shall be in form, substance and scope customary for opinions of counsel in comparable
                                            transactions to the effect that the Shares to be sold or transferred may be sold or transferred
                                            pursuant to an exemption from such registration, which opinion shall be accepted by Muscle
                                            Maker, which opinion, to the extent available, shall be delivered by Muscle Maker’s
                                            counsel and at the cost of Muscle Maker in the event requested within a period of three years
                                            following the Closing. Aggia acknowledges that neither Muscle Maker nor any other person
                                            is under any obligation to register such Shares under the Securities Act or any state securities
                                            Laws or to comply with the terms and conditions of any exemption thereunder (in each case),
                                            except that Muscle Maker will use its commercially reasonable efforts to comply with the
                                            current public information requirements set forth in Rule 144(c)(1) under the Securities
                                            Act.



 






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		(viii)	Legends.
                                            Aggia understands that the Shares, until such time as the Shares have been registered under
                                            the Securities Act, or may be sold pursuant to Rule 144 promulgated under the Securities
                                            Act or Regulation S under the Securities Act (or a successor rule), without any restriction
                                            as to the number of securities as of a particular date that can then be immediately sold,
                                            the Shares may bear a restrictive legend in substantially the following form (and a stop-transfer
                                            order may be placed against transfer of the certificates for such Shares):



 





“NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS. THESE 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 (B) AN OPINION OF COUNSEL
(WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
(II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT.”


 


		(ix)	Removal.
                                            The legend(s) referenced in Section 7(d)(viii) shall be removed and Muscle Maker shall issue
                                            a certificate without such legend to the holder of any Shares upon which it is stamped, if,
                                            unless otherwise required by applicable state securities Laws, (a) the Shares are registered
                                            for sale under an effective registration statement filed under the Securities Act or otherwise
                                            may be sold pursuant to Rule 144 or Regulation S, in each case under the Securities Act,
                                            without any restriction as to the number of securities as of a particular date that can then
                                            be immediately sold, or (b) such holder provides Muscle Maker with an opinion of counsel,
                                            in form, substance and scope customary for opinions of counsel in comparable transactions,
                                            to the effect that a public sale or transfer of such Shares may be made without registration
                                            under the Securities Act, which opinion shall be accepted by Muscle Maker so that the sale
                                            or transfer is effected. Aggia agrees to sell all Shares, including those represented by
                                            a certificate(s) from which the legend has been removed, in compliance with applicable prospectus
                                            delivery requirements, if any.



 


Section
8.  Covenants and Additional Agreements. 


 


		(a)	Public
                                            Announcements. Except as required by applicable Law, prior to the Closing, each Party
                                            shall obtain each other Party’s written approval before issuing any press release or
                                            making any public statement with respect to this Agreement or transactions contemplated herein
                                            (the “Transactions”), such approval not to be unreasonably withheld, conditioned
                                            or delayed. 



 






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		(b)	Notices
                                            of Certain Events. In addition to any other notice required to be given by the terms
                                            of this Agreement, each of the Parties shall promptly notify each of the other Parties of:



 


		(i)	any
                                            notice or other communication from any Person alleging that the consent of such Person is
                                            or may be required in connection with any of the Transactions;



 


		(ii)	any
                                            notice or other communication from any governmental or regulatory agency or authority in
                                            connection with the Transactions; and



 


		(iii)	any
                                            actions, suits, claims, investigations or proceedings commenced or, to its knowledge threatened
                                            against, relating to or involving or otherwise affecting such Party that, if pending on the
                                            date of this Agreement, would have been required to have been disclosed pursuant hereto or
                                            that relates to the consummation of the Transactions.



 


		(c)	Due
                                            Diligence.



 


		(i)	Following
                                            the Effective Date, until consummation of the Transactions or the earlier termination of
                                            this Agreement, each of Muscle Maker and Aggia shall give to the other Party and their authorized
                                            representatives full and complete access to the books and records, contracts, facilities
                                            and personnel of such disclosing Party as the requesting Party and its authorized representatives
                                            may request so that the requesting Party may complete its due diligence investigation of
                                            the disclosing Party (including Sadot with respect to Muscle Maker). The disclosing
                                            Party agrees to provide requesting Party and their authorized representatives with access
                                            to any information within the disclosing Party’s possession or within the disclosing
                                            Party’s control that contains information generated by the disclosing Party regarding
                                            the disclosing Party’s relative to its financial, operational, and/or regulatory condition
                                            (present, past, or prospective). Each Party will also permit the other Parties to interview
                                            the directors and officers in connection with the due diligence review.



 


		(ii)	In
                                            the event that Muscle Maker’s due diligence review of Aggia is not satisfactory to
                                            Muscle Maker in its sole discretion, at any time prior to the Closing, Muscle Maker may terminate
                                            this Agreement upon notice to Aggia. In the event that Aggia’s due diligence review
                                            of Muscle Maker and Sadot is not satisfactory to Aggia in its sole discretion, at any time
                                            prior to the Closing, Aggia may terminate this Agreement upon notice to Muscle Maker.



 


		(d)	Consents
                                            of Third Parties. Each of the Parties will give any notices to third parties, and will
                                            use its commercially reasonable efforts to obtain any third-party consents, that the other
                                            Parties reasonably may request in connection with this Agreement. Each of the Parties will
                                            give any notices to, make any filings with, and use its commercially reasonable efforts to
                                            obtain any authorizations, consents, and approvals of governments and governmental agencies
                                            in connection with the matters in this Agreement.



 






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		(e)	Approval
                                            Matters. At the upcoming annual meeting of the shareholders of Muscle Maker (the “Meeting”),
                                            Muscle Maker shall undertake to place the following items on the agenda for the Meeting and
                                            shall recommend to the shareholders of Muscle Maker that they vote “FOR” the
                                            approval of such matters (collectively, the “Shareholder Approval Matters”) at
                                            the Meeting, with such Shareholder Approval Matters to be in form and substance as agreed
                                            to by Muscle Maker and Aggia:



 


		(i)	Approval
                                            of an amendment to the Articles of Incorporation of Muscle Maker to increase the authorized
                                            number of shares of common stock to 150,000,000 shares;



 


		(ii)	Approval
                                            of the Transactions overall;



 


		(iii)	Approval
                                            of the issuance of greater than 19.99% of the total issued and outstanding shares to Aggia;



 


		(iv)	Approval
                                            of the equity compensation as required by NASDAQ Rule 5635(c) as needed; and



 


		(v)	Approval
                                            of changes to the Board as contemplated herein.



 


		(f)	No-Shop.



 


		(i)	From
                                            the Effective Date until the first to occur of the Closing or the termination of this Agreement
                                            in accordance with its terms, Muscle Maker shall not, and Muscle Maker shall cause its directors,
                                            officers, employees, consultants, financial advisors, counsel, accountants and other agents
                                            (collectively, “Representatives”) not to, directly or indirectly:



 


		(A)	solicit,
                                            initiate, knowingly encourage or knowingly facilitate the making, submission or announcement
                                            of any Acquisition Proposal (as defined below) or Acquisition Inquiry (as defined below);



 


		(B)	furnish
                                            any non-public information regarding Muscle Maker to any means an individual, corporation,
                                            partnership, joint venture, limited liability company, governmental authority, unincorporated
                                            organization, trust, association or other entity (each a “Person”) who has made
                                            an Acquisition Proposal or an Acquisition Inquiry;



 


		(C)	engage
                                            in discussions or negotiations with any Person who has made any Acquisition Proposal or Acquisition
                                            Inquiry;



 


		(D)	approve,
                                            endorse or recommend any Acquisition Proposal or Acquisition Inquiry;



 


		(E)	withdraw
                                            or propose to withdraw its approval and recommendation in favor of this Agreement and the
                                            Transactions; or



 


		(F)	enter
                                            into any letter of intent, agreement in principle, merger, acquisition, purchase or joint
                                            venture agreement or other similar agreement for any Acquisition Transaction.



 






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		(ii)	From
                                            the Effective Date until the first to occur of the Closing or the termination of this Agreement
                                            in accordance with its terms, the Board shall not (i) approve or recommend, or propose publicly
                                            to approve or recommend, any Acquisition Proposal relating to Muscle Maker, (ii) take any
                                            action to make the provisions of any “fair price”, “moratorium”,
                                            “control share acquisition”, “business combination” or other similar
                                            anti-takeover statute or regulation inapplicable to any transaction contemplated by an Acquisition
                                            Proposal related to Muscle Maker, or (iii) approve or recommend, or propose publicly to approve
                                            or recommend, or cause or authorize Muscle Maker to enter into, any letter of intent, agreement
                                            in principle, merger, acquisition, purchase or joint venture agreement or Contract or other
                                            instrument in respect of or relating to an Acquisition Proposal. 



 


		(iii)	Muscle
                                            Maker shall promptly, within 36 hours, advise the Aggia orally and in writing of any Acquisition
                                            Proposal or Acquisition Inquiry (including the identity of the Person making or submitting
                                            such Acquisition Proposal or Acquisition Inquiry and the terms thereof and all material modifications
                                            thereto) that is made or submitted by any Person during the period beginning on the Effective
                                            Date until the Closing or the termination of this Agreement in accordance with its terms.
                                            Muscle Maker shall keep the Aggia reasonably informed on a current basis of any material
                                            developments in the status and terms of any such Acquisition Proposal or Acquisition Inquiry
                                            (including whether such Acquisition Proposal or Acquisition Inquiry has been withdrawn or
                                            rejected and any material change to the terms thereof).



 


		(iv)	Muscle
                                            Maker shall immediately cease and cause to be terminated any discussions existing as of the
                                            Effective Date with any Person that relate to any Acquisition Proposal or Acquisition Inquiry
                                            proposed on or prior to the Effective Date. Muscle Maker acknowledges and agrees that any
                                            actions taken by or at the direction of a Representative of Muscle Maker that, if taken by
                                            Muscle Maker would constitute a breach or violation of this Section 8(f) and will be deemed
                                            to constitute a breach and violation of this Section 8(f) by Muscle Maker.



 


		(v)	For
                                            purposes herein:



 


		(A)	“Acquisition
                                            Inquiry” means an inquiry, indication of interest or request for nonpublic information
                                            that could reasonably be expected to lead to an Acquisition Proposal.



 


		(B)	“Acquisition
                                            Transaction” means any transaction or series of related transactions except for a transaction
                                            or series of related transactions relating to the deployment of Muscle Maker’s mergers
                                            and acquisition plan with the goal of acquiring fast casual restaurants with a focus on Poke
                                            branded restaurants, the changing of its name to POKE Brands Inc. or some derivative thereof,
                                            and the continued evaluation and revision of its existing business of fast casual restaurants
                                            and meal preparation companies (the “Existing Business”) including, but not limited
                                            to, selling or developing of corporate owned stores or exiting certain business lines, the
                                            sale of fixed assets and the complete write down or disposal of certain fixed assets as determined
                                            by the Board of Directors (the “Existing Business Transactions”) with a Person
                                            or “group” (as defined in the Securities Exchange Act of 1934, as amended (the
                                            “Exchange Act”) concerning any (i) merger, consolidation, business combination,
                                            share exchange, joint venture or similar transaction involving Muscle Maker pursuant to which
                                            such Person or “group” would own 5% or more of the consolidated assets, revenues
                                            or net income of Muscle Maker, (ii) sale, lease, license or other disposition directly or
                                            indirectly by merger, consolidation, business combination, share exchange, joint venture
                                            or otherwise, of assets of Muscle Maker representing 5% or more of the consolidated assets,
                                            revenues or net income of Muscle Maker, (iii) issuance or sale or other disposition (including
                                            by way of merger, consolidation, business combination, share exchange, joint venture or similar
                                            transaction) of any Equity Securities of Muscle Maker, (iv) transaction or series of
                                            transactions in which any Person or “group” would acquire beneficial ownership
                                            or the right to acquire beneficial ownership of any Equity Securities of Muscle Maker, including
                                            without limitation any shares of Common Stock or preferred stock, (v) action to make
                                            the provisions of any “fair price”, “moratorium”, “control
                                            share acquisition”, “business combination” or other similar anti-takeover
                                            statute or regulation inapplicable to any transaction, or (vi) any combination of any of
                                            the foregoing.



 






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		(g)	Additional
                                            Muscle Maker Covenants. Except as otherwise contemplated herein including, but not limited
                                            to Existing Business Transactions, between the Effective Date and the Closing, Muscle Maker
                                            will not (i) materially amend its Articles of Incorporation or Bylaws; (ii) declare or make,
                                            or agree to declare or make, any payment of dividends or distributions of any assets of any
                                            kind whatsoever to any shareholders of Muscle Maker or purchase or redeem, or agree to purchase
                                            or redeem, any shares of Common Stock or preferred stock of Muscle Maker; (iii) make any
                                            material change in its method of management, operation or accounting; (iv) enter into any
                                            other material transaction other than sales in the ordinary course of its business; or (v)
                                            except for entering the Retention Agreements make any increase in or adoption of any profit
                                            sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee
                                            benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees.
                                            



 


		(h)	Issuances.
                                            Between the Effective Date and the Closing, unless the below items relate to the Existing
                                            Business Transactions or the Retention Agreements, Muscle Maker will not (i) grant or agree
                                            to grant any options, warrants or other rights to purchase, subscribe for, or otherwise acquire
                                            shares of Common Stock or preferred stock of Muscle Maker, or other securities convertible
                                            into, exchangeable for, or otherwise giving the holder thereof the right to acquire, shares
                                            of Common Stock or preferred stock of Muscle Maker; (ii) borrow or agree to borrow any funds
                                            or incur, or become subject to, any material obligation or liability (absolute or contingent)
                                            except as disclosed herein and except liabilities incurred in the ordinary course of business;
                                            (iii) sell or transfer, or agree to sell or transfer, any of its assets, properties, or rights
                                            or cancel, or agree to cancel, any debts or claims; or (iv) issue, deliver, or agree to issue
                                            or deliver any Equity Securities of Muscle Maker, including debentures or other debt obligations,
                                            except in connection with this Agreement.



 


		(i)	Additional
                                            Aggia Covenants. Commencing on the Effective Date and continuing to the end of the Term,
                                            Aggia will not:



 


		(i)	Because
                                            of Muscle Maker’s and Sadot’s legitimate business interest as described in this
                                            Agreement and the good and valuable consideration offered to Aggia, the sufficiency of which
                                            is acknowledged, during the Term and for the 12 months to run consecutively beginning on
                                            the last day of the Term (the “Restricted Period”), Aggia agrees and covenants
                                            not to engage in Prohibited Activity worldwide (“Restricted Territory”). For
                                            purposes of this non-compete clause, “Prohibited Activity” is activity in which
                                            Aggia contributes Aggia’s knowledge, directly or indirectly, in whole or in part, as
                                            an owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder,
                                            officer, volunteer, intern, or any other similar capacity to an entity engaged in the Business
                                            or any of its affiliates at any time within the Restricted Territory. Prohibited Activity
                                            also includes activity that may require or inevitably require disclosure of trade secrets,
                                            proprietary information, or confidential information. Nothing herein shall prohibit Aggia
                                            from purchasing or owning less than five percent (5%) of the publicly traded securities of
                                            any corporation, provided that such ownership represents a passive investment and that Aggia
                                            is not a controlling person of, or a member of a group that controls, such corporation. This
                                            Section does not, in any way, restrict or impede Aggia from exercising protected rights to
                                            the extent that such rights cannot be waived by agreement or from complying with any applicable
                                            law or regulation or a valid order of a court of competent jurisdiction or an authorized
                                            government agency, provided that such compliance does not exceed that required by the law,
                                            regulation, or order.



 


		(ii)	Aggia
                                            agrees and covenants not to directly or indirectly solicit, hire, recruit, or attempt to
                                            solicit, hire, or recruit, any employee of Muscle Maker or Sadot (“Covered Employee”),
                                            or induce the termination of employment of any Covered Employee, beginning on the last day
                                            of the Term, regardless of the reason during the Restricted Period. This non-solicitation
                                            provision explicitly covers all forms of oral, written, or electronic communication, including,
                                            but not limited to, communications by email, regular mail, express mail, telephone, fax,
                                            instant message, and social media, including, but not limited to, Facebook, LinkedIn, Instagram,
                                            Twitter, and any other social media platform, whether or not in existence at the time of
                                            entering into this Agreement. However, Aggia’s posting to Facebook, LinkedIn, Instagram,
                                            Twitter, and any other social media platform about Contractor’s status, employment,
                                            or new ventures or employers shall not be considered to be in violation of this Section.



 






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		(iii)	Aggia
                                            understands and acknowledges that because of Aggia’s experience with and relationship
                                            to Muscle Maker and Sadot, Aggia has had and will continue to have access to and has learned
                                            and will continue to learn about much or all of Muscle Maker’s and Sadot’s customer
                                            information, including, but not limited to, confidential information. “Customer Information”
                                            includes, but is not limited to, names, phone numbers, addresses, email addresses, order
                                            history, order preferences, chain of command, pricing information, and other information
                                            identifying facts and circumstances specific to the customer and relevant to sales. Aggia
                                            understands and acknowledges that: (i) Muscle Maker and Sadot’s relationships with
                                            its customers is of great competitive value; (ii) Muscle Maker and Sadot have invested and
                                            continues to invest substantial resources in developing and preserving its customer relationships
                                            and goodwill; and (iii) the loss of any such customer relationship or goodwill will cause
                                            significant and irreparable harm to Muscle Maker and Sadot. Aggia agrees and covenants, during
                                            the Restricted Period, not to directly or indirectly solicit, contact, or attempt to solicit
                                            or contact, using any other form of oral, written, or electronic communication, including,
                                            but not limited to, email, regular mail, express mail, telephone, fax, instant message, or
                                            social media, including but not limited to Facebook, LinkedIn, Instagram, or Twitter, or
                                            any other social media platform, whether or not in existence at the time of entering into
                                            this agreement, or meet with Muscle Maker and Sadot’s current, former, or prospective
                                            customers for purposes of offering or accepting goods or services similar to or competitive
                                            with those offered by Aggia.



 


		(j)	Operation
                                            of Business. For a period of two years following the Income Date, Muscle Maker will continue
                                            to operate the Existing Business. Accordingly, all cash on its balance sheet as of the Closing
                                            Date and all proceeds generated from the exercise of warrants that are outstanding as of
                                            the Closing Date shall be utilized by Muscle Maker for the Existing Business. In the event
                                            the Board, which at such time consists of a majority of Aggia nominees, elects to significantly
                                            curtail or cease the operations of the Existing Business during the Termination Period, then
                                            the Board will declare a dividend to the shareholders of Muscle Maker in an amount equal
                                            to no less than all cash held by Muscle Maker from its Existing Business as of the date the
                                            Board elects to significantly curtail or cease the operations of the Existing Business less
                                            any liabilities relating to the Existing Business, and Aggia and its affiliates shall waive
                                            all right and claim to any proceeds of such dividend.



 


		(k)	Additional
                                            Options or Issuances. Following the Closing Date and for a period of 15 months thereafter,
                                            without the prior written consent of Aggia, Muscle Maker will not grant or agree to grant
                                            any options, warrants or other rights to purchase, subscribe for, or otherwise acquire shares
                                            of Common Stock or preferred stock of Muscle Maker, or other securities convertible into,
                                            exchangeable for, or otherwise giving the holder thereof the right to acquire, shares of
                                            Common Stock or preferred stock of Muscle Maker; provided, however, this section shall not
                                            apply to grants of securities pursuant to a stock incentive plan approved by the shareholders
                                            of Muscle Maker or in connection with any acquisition operating in the fast casual restaurant
                                            segment.



 


Section
9.  Conditions Precedent to the Obligations of Aggia. The obligations of Aggia to consummate the Closing are
subject to the satisfaction, or waiver by the Aggia, in its sole discretion, as of and on the Closing Date, of the following conditions:


 


		(a)	Accuracy
                                            of Representations and Performance of Covenants. Each of the representations and warranties
                                            made by Muscle Maker and Sadot shall be true and correct in all material respects, other
                                            than representations and warranties which are qualified by materiality each of which shall
                                            be true and correct in all respects, in each case, as of the Closing Date as if made on such
                                            date, and each of Muscle Maker and Sadot shall have performed or complied in all material
                                            respects with all covenants and conditions required by this Agreement to be performed or
                                            complied with by them prior to or at the Closing.



 


		(b)	No
                                            Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction,
                                            stay, decree, judgment or restraining order shall have been enacted, entered, promulgated
                                            or enforced by any court or governmental or regulatory authority or instrumentality that
                                            prohibits the consummation of Transactions, and Aggia shall have obtained the approval of
                                            any governmental authorities as required in order to consummate the Transactions.



 






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		(c)	Consents.
                                            All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits,
                                            trademarks and other intangibles in connection with the Transactions, or required for the
                                            Closing to occur, or for the continued operation of each of the Parties after the Closing
                                            Date on the basis as presently operated or as intended to be conducted hereunder, shall have
                                            been obtained.



 


		(d)	Absence
                                            of Litigation. There shall be no actions, suits, proceedings or governmental investigations
                                            or inquiries pending or, to any Party’s knowledge, threatened against any Party which
                                            would prevent the consummation of the Transactions.



 


		(e)	No
                                            Material Adverse Effect. Between the Effective Date and the Closing Date, there shall
                                            not have been any Material Adverse Effect with respect to Muscle Maker or Sadot. “Material
                                            Adverse Effect” means any event, occurrence, fact, condition or change that is, or
                                            could reasonably be expected to become, individually or in the aggregate, materially adverse
                                            to (a) the business, results of operations, condition (financial or otherwise) or assets
                                            of the affected Party, or (b) the ability of the affected Party to consummate the Transactions
                                            on a timely basis; provided, however, that “Material Adverse Effect” shall not
                                            include any event, occurrence, fact, condition, or change, directly or indirectly, arising
                                            out of or attributable to: (i) any changes, conditions or effects in the United States economy
                                            or securities or financial markets in general; (ii) changes, conditions or effects that generally
                                            affect the industries in which the affected Party operates; (iii) any change, effect or circumstance
                                            resulting from an action required or permitted by this Agreement; or (iv) conditions caused
                                            by acts of terrorism or war (whether or not declared); provided further, however, that any
                                            event, occurrence, fact, condition, or change referred to in clauses (i), (ii) or (iv) immediately
                                            above shall be taken into account in determining whether a Material Adverse Effect has occurred
                                            to the extent that such event, occurrence, fact, condition, or change has a disproportionate
                                            effect on the affected Party compared to other participants in the industries in which the
                                            affected Party conducts its business. 



 


		(f)	No
                                            Issuances. Between the Effective Date and the Closing Date, Muscle Make shall not have
                                            issued any additional shares of Common Stock or any securities of Muscle Maker or any of
                                            its Affiliates which would entitle the holder thereof to acquire at any time Common Stock,
                                            including, without limitation, any debt, preferred stock, right, option, warrant or other
                                            instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise
                                            entitles the holder thereof to receive, Common Stock, and shall not have entered into any
                                            agreements to issue or sell any of the foregoing. This provision will not restrict or prevent
                                            Muscle Maker from issuing additional shares of Common Stock resulting from the conversion
                                            or exercise by a holder of any outstanding debt, preferred stock, right, option, warrant
                                            or other instrument which is in place as of the Effective Date. In the event any holder of
                                            any such outstanding debt, preferred stock, right, option, warrant or other instrument of
                                            Muscle Maker shall exercise or convert such securities, then Muscle Maker will notify all
                                            Parties of such event and the Parties will enter into an amendment updating the Agreement
                                            as needed. 



 






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Section
10. Conditions Precedent to the Obligations of Muscle Maker. The obligations of Muscle Maker to consummate the Closing
are subject to the satisfaction, or waiver by Muscle Maker, in its sole discretion, as of and on the Closing Date, of the following conditions:


 


		(a)	Accuracy
                                            of Representations and Performance of Covenants. Each of the representations and warranties
                                            made by Aggia shall be true and correct in all material respects as of the Closing Date as
                                            if made on such date and Aggia shall have performed or complied in all material respects
                                            with all covenants and conditions required by this Agreement to be performed or complied
                                            with by Aggia prior to or at the Closing.



 


		(b)	No
                                            Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction,
                                            stay, decree, judgment or restraining order shall have been enacted, entered, promulgated
                                            or enforced by any court or governmental or regulatory authority or instrumentality which
                                            prohibits the consummation of Transactions.



 


		(c)	Consents.
                                            All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits,
                                            trademarks and other intangibles in connection with the Transactions, or required for the
                                            Closing to occur shall have been obtained.



 


		(d)	Absence
                                            of Litigation. There shall be no actions, suits, proceedings or governmental investigations
                                            or inquiries pending or, to any Party’s knowledge, threatened against Aggia which would
                                            prevent the consummation of the Transactions.



 


		(e)	No
                                            Material Adverse Effect. Between the Effective Date and the Closing Date, there shall
                                            not have been any Material Adverse Effect with respect to Aggia. 



 


		(f)	Lock-Up
                                            Agreement. Aggia shall have executed and delivered to Muscle Maker the Lock-Up Agreement,
                                            in substantially the form attached hereto as Exhibit D (the “Lock-Up Agreement”)
                                            pursuant to which, among other things, Aggia will agree to abide by certain restrictions
                                            upon the transfer of the Shares, subject to the provisions of Section 4(f).



 


Section
11.       Termination and Default. This Agreement may be terminated at any time before the Closing Date as follows:


 


		(a)	by
                                            mutual written consent of all of the Parties;



 


		(b)	by
                                            any Party if there shall be in effect a final non-appealable order, judgment, injunction
                                            or decree entered by or with any governmental authority restraining, enjoining or otherwise
                                            prohibiting the consummation of the Transactions;



 


		(c)	by
                                            Aggia:



 


		(i)	If
                                            there shall have been a breach in any material respect of any representation, warranty, covenant
                                            or agreement on the part of Muscle Maker or Sadot set forth in this Agreement and such breach
                                            has not been cured within ten (10) days after receipt of notice of such breach by Muscle
                                            Maker (a “Muscle Maker Default”); or



 


		(ii)	if
                                            there shall have occurred a Material Adverse Effect with respect to Muscle Maker or Sadot
                                            prior the Closing Date; or



 






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		(iii)	pursuant
                                            to the provisions of Section 8(c)(ii); or 



 


		(iv)	if
                                            the Closing has not occurred on or before November 18, 2022 (the “Outside Date”),
                                            provided, however, that if the Closing has not occurred by the Outside Date due to an Aggia
                                            Default having occurred, Aggia shall not have the right to terminate this Agreement pursuant
                                            to this Section 11(c)(iv);



 


		(d)	by
                                            Muscle Maker:



 


		(i)	if
                                            there shall have been a breach in any material respect of any representation, warranty, covenant
                                            or agreement on the part of Aggia set forth in this Agreement and such breach has not been
                                            cured within ten (10) days after receipt of notice of such breach by Aggia (an “Aggia
                                            Default”); or



 


		(ii)	if
                                            there shall have occurred a Material Adverse Effect with respect to Aggia prior the Closing
                                            Date; or



 


		(iii)	pursuant
                                            to the provisions of Section 8(c)(ii); or



 


		(iv)	if
                                            the Closing has not occurred on or before the Outside Date, provided, however, that if the
                                            Closing has not occurred by such date due to a Muscle Maker Default having occurred, Muscle
                                            Maker shall not have the right to terminate this Agreement pursuant to this Section 11(d)(iv).



 


		(e)	Effect
                                            of Termination. In the event of termination of this Agreement pursuant to this Section
                                            11, this Agreement (other than this Section 11, Section 13, Section 14 and Section 15, each
                                            of which shall survive and remain in full force and effect) shall become void and of no further
                                            force or effect with no liability on the part of any Party; provided, however, that nothing
                                            shall relieve any Party from liability for actual damages to the other Parties resulting
                                            from a breach of this Agreement by such Party prior to any such termination other than as
                                            specifically set forth herein.



 


		(f)	Default
                                            by Aggia. If Aggia fails to perform any of its obligations under this Agreement, Muscle
                                            Maker shall be entitled to bring an action for specific performance, damages or a combination
                                            of specific performance and damages. Other than as specifically set forth herein, no remedy
                                            conferred upon Muscle Maker is intended to be exclusive of any other remedy provided for
                                            in this Agreement, and each remedy provided to Muscle Maker in this Agreement will be cumulative
                                            and in addition to every other remedy available to Muscle Maker under this Agreement and
                                            no single or partial exercise of any remedy will preclude any other or further exercise thereof.
                                            This provision shall be in addition to Muscle Maker’s remedies under Section 12 in
                                            the event that the Closing occurs. 



 


		(g)	Default
                                            by Muscle Maker. If Muscle Maker or Sadot fails to perform any of their respective obligations
                                            under this Agreement, Aggia shall be entitled to bring an action for specific performance,
                                            damages or a combination of specific performance and damages. Other than as specifically
                                            set forth herein, no remedy conferred upon Aggia is intended to be exclusive of any other
                                            remedy provided for in this Agreement, and each remedy provided to Aggia in this Agreement
                                            will be cumulative and in addition to every other remedy available to Aggia under this Agreement
                                            and no single or partial exercise of any remedy will preclude any other or further exercise
                                            thereof. This provision shall be in addition to Aggia’s remedies under Section 12 in
                                            the event that the Closing occurs.



 






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Section
12. Survival and Indemnification


 


		(a)	Survival.
                                            Subject to the limitations and other provisions of this Agreement, the representations and
                                            warranties of the Parties contained herein shall survive the Closing and shall remain in
                                            full force and effect until the date that is five (5) years after the Closing Date. Notwithstanding
                                            the preceding sentence, any indemnification claim commenced prior to any such expiration
                                            shall remain as a valid claim until finally resolved in accordance with the provisions herein.
                                            Any claim, for indemnification or otherwise, based upon or arising out of the breach or alleged
                                            breach of a representation or warranty must be brought before the expiration of the applicable
                                            survival period, or it will be deemed waived. All covenants and agreements of the Parties
                                            contained herein shall survive the Closing until fully performed or the maximum period permitted
                                            by applicable Law. Notwithstanding the preceding sentence, any claim commenced prior to any
                                            such expiration shall remain as a valid claim until finally resolved in accordance with the
                                            provisions herein. 



 


		(b)	Indemnification
                                            by Muscle Maker. Subject to the provisions of this Section 12, if the Closing occurs,
                                            Muscle Maker hereby covenants and agrees with Aggia that Muscle Maker shall indemnify Aggia
                                            and its respective officers, employees and Affiliates (as defined below), and each of their
                                            respective Representatives, successors and assigns (individually, an “Aggia Indemnified
                                            Party”), and hold them harmless from, against and in respect of any and all Losses
                                            (as defined below) incurred by any Aggia Indemnified Party resulting from any misrepresentation,
                                            breach of any representation or warranty of Muscle Maker or Sadot in this Agreement or the
                                            non-fulfillment in any material respect of any agreement, covenant or obligation by Muscle
                                            Maker or Sadot made in this Agreement (including without limitation any Exhibit or Schedule
                                            hereto and any certificate or instrument delivered in connection herewith) or the Operating
                                            Agreement.



 


		(c)	Indemnification
                                            by Aggia. Subject to the provisions of this Section 12, if the Closing occurs, Aggia
                                            hereby covenants and agrees with Muscle Maker that Aggia shall indemnify Muscle Maker and
                                            its respective officers, employees and Affiliates (as defined below), and each of their respective
                                            Representatives, successors and assigns (individually, a “Muscle Maker Indemnified
                                            Party”) and hold them harmless from, against and in respect of any and all Losses incurred
                                            by any Muscle Maker Indemnified Party resulting from any misrepresentation, breach of any
                                            representation or warranty in this Agreement or the non-fulfillment in any material respect
                                            of any agreement, covenant or obligation by Aggia made in this Agreement (including without
                                            limitation any Exhibit or Schedule hereto and any certificate or instrument delivered in
                                            connection herewith).



 


		(e)	Definitions.
                                            For purposes herein:



 


		(i)	“Affiliate” of
                                            a Person means any other Person that directly or indirectly, through one or more intermediaries,
                                            controls, is controlled by, or is under common control with, such Person, and the term “control”
                                            (including the terms “controlled by” and “under common control with”)
                                            means the possession, directly or indirectly, of the power to direct or cause the direction
                                            of the management and policies of a Person, whether through the ownership of voting securities,
                                            by contract or otherwise.



 


		(ii)	“Losses” means
                                            losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties,
                                            fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and
                                            the cost of enforcing any right to indemnification hereunder and the cost of pursuing any
                                            insurance providers; provided, however, that “Losses” shall not include (i) punitive
                                            damages, except in the case of fraud or to the extent actually awarded to a governmental
                                            authority or other third party or (ii) lost profits or consequential damages, in any case.



 






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		(f)	Indemnification
                                            Procedures. The Party making a claim under this Section 12 is referred to as the “Indemnified
                                            Party” and the Party against whom such claims are asserted under this Section 12 is
                                            referred to as the “Indemnifying Party.”



 


		(i)	Third-Party
                                            Claims. If any Indemnified Party receives notice of the assertion or commencement of
                                            any Action made or brought by any Person who is not a party to this Agreement or an Affiliate
                                            of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”)
                                            against such Indemnified Party with respect to which the Indemnifying Party is obligated
                                            to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying
                                            Party reasonably prompt written notice thereof, but in any event not later than thirty (30)
                                            calendar days after receipt of such notice of such Third-Party Claim. The failure to give
                                            such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification
                                            obligations, except and only to the extent that the Indemnifying Party forfeits rights or
                                            defenses by reason of such failure. Such notice by the Indemnified Party shall describe the
                                            Third-Party Claim in reasonable detail, shall include copies of all material written evidence
                                            thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that
                                            has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have
                                            the right to participate in, or by giving written notice to the Indemnified Party, to assume
                                            the defense of any Third-Party Claim at the Indemnifying Party’s expense and by the
                                            Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good
                                            faith in such defense. In the event that the Indemnifying Party assumes the defense of any
                                            Third-Party Claim, subject to Section 12(f)(ii), it shall have the right to take such action
                                            as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining
                                            to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified
                                            Party shall have the right to participate in the defense of any Third-Party Claim with counsel
                                            selected by it subject to the Indemnifying Party’s right to control the defense thereof,
                                            provided that the fees and disbursements of such counsel shall be at the expense of the Indemnified
                                            Party.



 


		(ii)	Settlement
                                            of Third-Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying
                                            Party shall not enter into settlement of any Third-Party Claim without the prior written
                                            consent of the Indemnified Party, except as provided in this Section 12(f)(ii). If a firm
                                            offer is made to settle a Third-Party Claim without leading to liability or the creation
                                            of a financial or other obligation on the part of the Indemnified Party and provides, in
                                            customary form, for the unconditional release of each Indemnified Party from all liabilities
                                            and obligations in connection with such Third-Party Claim and the Indemnifying Party desires
                                            to accept and agree to such offer, the Indemnifying Party shall give written notice to that
                                            effect to the Indemnified Party. If the Indemnified Party objects to such offer, or does
                                            not provide a response to such firm offer within ten days after its receipt of such notice
                                            (in which case the Indemnified Party shall be deemed to not have consented to such offer),
                                            the Indemnified Party shall thereafter assume the defense of such Third-Party Claim and shall
                                            continue to contest or defend such Third-Party Claim and in such event the maximum liability
                                            of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such
                                            settlement offer. If the Indemnified Party consents to such firm offer the Indemnifying Party
                                            may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such
                                            Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to this Section
                                            12(f)(ii), it shall not agree to any settlement without the written consent of the Indemnifying
                                            Party (which consent shall not be unreasonably withheld or delayed).



 






    	19



    	 



    

 


		(iii)	Direct
                                            Claims. Any Action by an Indemnified Party on account of a Loss which does not result
                                            from a Third-Party Claim (a “Direct Claim”) shall be asserted by the Indemnified
                                            Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any
                                            event not later than thirty (30) calendar days after the Indemnified Party becomes aware
                                            of such Direct Claim. The failure to give such prompt written notice shall not, however,
                                            relieve the Indemnifying Party of its indemnification obligations, except and only to the
                                            extent that the Indemnifying Party forfeits rights or defenses by reason of such failure.
                                            Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail,
                                            shall include copies of all material written evidence thereof and shall indicate the estimated
                                            amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified
                                            Party. The Indemnifying Party shall have thirty (30) calendar days after its receipt of such
                                            notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the
                                            Indemnifying Party and its professional advisors to investigate the matter or circumstance
                                            alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable
                                            in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s
                                            investigation by giving such information and assistance as the Indemnifying Party or any
                                            of its professional advisors may reasonably request. If the Indemnifying Party does not so
                                            respond within such thirty (30) calendar day period, the Indemnifying Party shall be deemed
                                            to have rejected such claim, in which case the Indemnified Party shall be free to pursue
                                            such remedies as may be available to the Indemnified Party on the terms and subject to the
                                            provisions of this Agreement.



 


		(g)	Cooperation.
                                            Upon a reasonable request made by the Indemnifying Party, each Indemnified Party seeking
                                            indemnification hereunder in respect of any Direct Claim, hereby agrees to consult with the
                                            Indemnifying Party and act reasonably to take actions reasonably requested by the Indemnifying
                                            Party in order to attempt to reduce the amount of Losses in respect of such Direct Claim.
                                            Any costs or expenses associated with taking such actions shall be included as Losses hereunder.



 


		(h)	Payments.
                                            Subject to the terms and conditions herein, once a Loss is agreed to by the Indemnifying
                                            Party or finally adjudicated to be payable pursuant to this Section 12 or otherwise pursuant
                                            to this Agreement, the Indemnifying Party shall satisfy its indemnification obligations within
                                            fifteen (15) Business Days of such agreement or adjudication. 



 






    	20



    	 



    

 


		(i)	Effect
                                            of Investigation. The representations, warranties and covenants of the Indemnifying Party,
                                            and the Indemnified Party’s right to indemnification with respect thereto, shall not
                                            be affected or deemed waived by reason of any investigation, ) made at any time, whether
                                            before or after the execution and delivery of this Agreement, with respect to the accuracy
                                            or inaccuracy of or compliance with any such representation, warranty, covenant or obligation,
                                            and made by or on behalf of the Indemnified Party (including by any of its Representatives)
                                            or by reason of the fact that the Indemnified Party or any of its Representatives knew or
                                            should have known that any such representation or warranty is, was or might be inaccurate.
                                            The waiver of any condition based upon the accuracy of any representation or warranty, or
                                            on the performance of or compliance with any covenant or obligation, shall not affect the
                                            right to indemnification, reimbursement or other remedy based upon such representations,
                                            warranties, covenants or obligations



 


		(j)	Exclusive
                                            Remedy. In the event that the Closing occurs, the indemnification provisions contained
                                            in this Section 12 shall be the sole and exclusive remedy of the Parties with respect to
                                            the Transactions for any and all breaches or alleged breaches of any representations, warranties,
                                            covenants or agreements of the Parties hereto or any other provision of this Agreement or
                                            arising out of the Transactions, except (i) with respect to any equitable remedy to
                                            which such Party may be entitled to with respect to any claims or causes of action arising
                                            from the breach of any covenants or agreement of a Party that is to be performed subsequent
                                            to the Closing Date, (ii) with respect to a Party, an actual and intentional fraud with
                                            respect to this Agreement and the Transactions, (iii) with respect to any rights to indemnification
                                            and related matters as may apply to Muscle Maker as the managing member pursuant to the Operating
                                            Agreement, to the Designated Directors as directors of Muscle Maker, or to the Managing Member
                                            Representative, pursuant to the Articles of Incorporation or bylaws of Muscle Maker or pursuant
                                            to applicable laws; or (iv) with respect to the indemnification provisions set forth in Section
                                            13. In furtherance of the foregoing, each Party hereto, for itself and on behalf of its Affiliates,
                                            hereby waives, from and after the Closing, to the fullest extent permitted under applicable
                                            Law and except as otherwise specified in this Section 12, any and all rights, claims and
                                            causes of action it may have against any other Party hereto relating to the subject matter
                                            of this Agreement or any other agreement, certificate or other document or instrument delivered
                                            pursuant to this Agreement, arising under or based upon any applicable Law, other than as
                                            specifically set forth herein. 



 


		(k)	Application.
                                            The provisions of this Section 12 shall be interpreted and enforced independently of the
                                            provisions set forth in Section 13.



 


Section
13.
Piggyback Registration Rights.


 


		(a)	Definition.
                                            For purposes of this Section 13, the term “Registrable Securities” shall refer
                                            to any of the Shares held by Aggia. 



 






    	21



    	 



    

 


		(b)	Registration
                                            Rights. If, during the period commencing one year after the Closing Date, Muscle Maker
                                            proposes to file any registration statement under the Securities Act with respect to the
                                            Common Stock (a “Registration Statement”) for its own account or for shareholders
                                            of Muscle Maker for their account (or by Muscle Maker and by shareholders of Muscle Maker),
                                            other than a Registration Statement (i) filed in connection with any employee stock option
                                            or other benefit plan, (ii) for a dividend reinvestment plan or (iii) in connection with
                                            a merger or acquisition, then Muscle Maker shall (x) give written notice of such proposed
                                            filing to Aggia as soon as practicable but in no event less than ten (10) days before the
                                            anticipated filing date of the Registration Statement, which notice shall describe the amount
                                            and type of securities to be included in such Registration Statement, the intended method(s)
                                            of distribution, and the name of the proposed managing underwriter or underwriters, if any,
                                            of the offering, and (y) offer to Aggia in such notice the opportunity to register the sale
                                            of such number of Registrable Securities as Aggia may request in writing within five (5)
                                            days following receipt of such notice (a “Piggyback Registration”). Muscle Maker
                                            shall cause such Registrable Securities to be included in such registration and shall cause
                                            the managing underwriter or underwriters of a proposed underwritten offering to permit the
                                            Registrable Securities requested to be included in a Piggyback Registration on the same terms
                                            and conditions as any similar securities of Muscle Maker and to permit the sale or other
                                            disposition of such Registrable Securities in accordance with the intended method(s) of distribution
                                            thereof. If Aggia proposes to distribute its Registrable Securities through a Piggyback Registration
                                            that involves an underwriter or underwriters, then it shall enter into an underwriting agreement
                                            in customary form with the underwriter or underwriters selected for such Piggyback Registration.



 


		(c)	Limitations.
                                            If a Piggyback Registration is initiated as a primary underwritten offering on behalf of
                                            Muscle Maker and the managing underwriter advises Muscle Maker and Aggia and the holders
                                            of any other shares of Common Stock which are also “Registrable Securities” under
                                            an agreement similar to this Section 13 (if any holders of Registrable Securities have elected
                                            to include Registrable Securities in such Piggyback Registration) in writing that in its
                                            reasonable and good faith opinion the number of shares of Common Stock proposed to be included
                                            in such registration, including all Registrable Securities and all other shares of Common
                                            Stock proposed to be included in such underwritten offering, exceeds the number of shares
                                            of Common Stock which can be sold in such offering and/or that the number of shares of Common
                                            Stock proposed to be included in any such registration or takedown would adversely affect
                                            the price per share of the Common Stock to be sold in such offering, Muscle Maker shall include
                                            in such registration (i) first, the shares of Common Stock that Muscle Maker proposes to
                                            sell; and (ii) the shares of Common Stock requested to be included therein by Aggia and the
                                            other holders of Registrable Securities, allocated among Aggia and such other holders pro
                                            rata based on the number of Registrable Securities held by each of Aggia and such other holders.
                                            



 


		(d)	Withdrawal.
                                            Aggia may elect to withdraw Aggia’s request for inclusion of Registrable Securities
                                            in any Piggyback Registration by giving written notice to Muscle Maker of such request to
                                            withdraw prior to the effectiveness of the Registration Statement. Muscle Maker (whether
                                            on its own determination or as the result of a withdrawal by persons making a demand pursuant
                                            to written contractual obligations) may withdraw a Registration Statement at any time prior
                                            to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal,
                                            Muscle Maker shall pay all expenses incurred by Aggia of Registrable Securities in connection
                                            with such Piggyback Registration as provided herein.



 






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		(e)	Notification.
                                            Muscle Maker shall notify Aggia of Registrable Securities at any time when a prospectus relating
                                            to Aggia’s Registrable Securities is required to be delivered under the Securities
                                            Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus
                                            included in such Registration Statement, as then in effect, includes an untrue statement
                                            of a material fact or omits to state any material fact required to be stated therein or necessary
                                            to make the statements therein not misleading in light of the circumstances then existing.
                                            At the request of Aggia, Muscle Maker shall also prepare, file and furnish to Aggia a reasonable
                                            number of copies of a supplement to or an amendment of such prospectus as may be necessary
                                            so that, as thereafter delivered to Aggia, such prospectus shall not include an untrue statement
                                            of a material fact or omit to state a material fact required to be stated therein or necessary
                                            to make the statements therein not misleading in light of the circumstances then existing.
                                            Aggia shall not offer or sell any Registrable Securities covered by the Registration Statement
                                            after receipt of such notification until the receipt of such supplement or amendment.



 


		(f)	Information.
                                            Muscle Maker may request that Aggia furnish Muscle Maker such information with respect to
                                            Aggia and Aggia’s proposed distribution of the Registrable Securities pursuant to the
                                            Registration Statement as Muscle Maker may from time to time reasonably request in writing
                                            or as shall be required by law or by the Securities and Exchange Commission (the “SEC”)
                                            in connection therewith, and Aggia shall furnish Muscle Maker with such information.



 


		(g)	Fees
                                            and Expenses. All fees and expenses incident to the performance of or compliance with
                                            this Agreement by Muscle Maker shall be borne by Muscle Maker whether or not any Registrable
                                            Securities are sold pursuant to a Registration Statement. The fees and expenses referred
                                            to in the foregoing sentence shall include, without limitation, (i) all registration and
                                            filing fees (including, without limitation, fees and expenses of Muscle Maker’s counsel
                                            and independent registered public accountants) (A) with respect to filings made with the
                                            SEC, (B) with respect to filings required to be made with any trading market on which the
                                            Common Stock is then listed for trading, (C) in compliance with applicable state securities
                                            or Blue Sky laws reasonably agreed to by Muscle Maker in writing (including, without limitation,
                                            fees and disbursements of counsel for Muscle Maker in connection with Blue Sky qualifications
                                            or exemptions of the Registrable Securities) and (D) with respect to any filing that may
                                            be required to be made by any broker through which Aggia of Registrable Securities intends
                                            to make sales of Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger,
                                            telephone and delivery expenses, (iv) fees and disbursements of counsel for Muscle Maker,
                                            (v) Securities Act liability insurance, if Muscle Maker so desires such insurance, and (vi)
                                            fees and expenses of all other persons or entities retained by Muscle Maker in connection
                                            with the consummation of the transactions contemplated by this Agreement. In addition, Muscle
                                            Maker shall be responsible for all of its internal expenses incurred in connection with the
                                            consummation of the transactions contemplated by this Agreement (including, without limitation,
                                            all salaries and expenses of its officers and employees performing legal or accounting duties),
                                            the expense of any annual audit and the fees and expenses incurred in connection with the
                                            listing of the Registrable Securities on any securities exchange as required hereunder. In
                                            no event shall Muscle Maker be responsible for any broker or similar commissions of Aggia.



 






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		(h)	Indemnification.



 


		(i)	Indemnification
                                            by Muscle Maker. Muscle Maker and its successors and assigns shall indemnify and hold
                                            harmless Aggia, the officers, directors, members, partners, agents and employees (and any
                                            other individuals or entities with a functionally equivalent role of a person holding such
                                            titles, notwithstanding a lack of such title or any other title) of Aggia, each individual
                                            or entity who controls Aggia (within the meaning of Section 15 of the Securities Act or Section
                                            20 of the Exchange Act and the officers, directors, members, managers, partners, agents and
                                            employees (and any other individuals or entities with a functionally equivalent role of a
                                            person holding such titles, notwithstanding a lack of such title or any other title) of each
                                            such controlling individual or entity (each, a “Aggia Indemnified Party”), to
                                            the fullest extent permitted by applicable law, from and against any and all Losses, as incurred,
                                            arising out of or relating to (1) any untrue or alleged untrue statement of a material fact
                                            contained in a Registration Statement, any related prospectus or any form of prospectus or
                                            in any amendment or supplement thereto or in any preliminary prospectus, or arising out of
                                            or relating to any omission or alleged omission of a material fact required to be stated
                                            therein or necessary to make the statements therein (in the case of any such prospectus or
                                            supplement thereto, in light of the circumstances under which they were made) not misleading
                                            or (2) any violation or alleged violation by Muscle Maker of the Securities Act, the Exchange
                                            Act or any state securities law, or any rule or regulation thereunder, in connection with
                                            the performance of its obligations under this Agreement, except to the extent, but only to
                                            the extent, that (i) such untrue statements or omissions are based upon information regarding
                                            Aggia furnished to Muscle Maker by such party for use therein. Muscle Maker shall notify
                                            Aggia promptly of the institution, threat or assertion of any proceeding arising from or
                                            in connection with the transactions contemplated by this Agreement of which Muscle Maker
                                            is aware.



 


		(ii)	Indemnification
                                            by Aggia. Aggia and its successors and assigns shall indemnify and hold harmless Muscle
                                            Maker, the officers, directors, members, partners, agents and employees (and any other individuals
                                            or entities with a functionally equivalent role of a person holding such titles, notwithstanding
                                            a lack of such title or any other title) of Muscle Maker, each individual or entity who controls
                                            the company (within the meaning of Section 15 of the Securities Act or Section 20 of the
                                            Exchange Act) and the officers, directors, members, partners, agents and employees (and any
                                            other individuals or entities with a functionally equivalent role of a person holding such
                                            titles, notwithstanding a lack of such title or any other title) of each such controlling
                                            individual or entity (each, a “Muscle Maker Indemnified Party” with each Aggia
                                            Indemnified Party and Muscle Maker Indemnified Party being referred to as a “Registration
                                            Rights Indemnified Party”), to the fullest extent permitted by applicable law, from
                                            and against any and all Losses, as incurred, arising out of or relating to (1) any untrue
                                            or alleged untrue statement of a material fact contained in a Registration Statement, any
                                            related prospectus or any form of prospectus or in any amendment or supplement thereto or
                                            in any preliminary prospectus, or arising out of or relating to any omission or alleged omission
                                            of a material fact required to be stated therein or necessary to make the statements therein
                                            (in the case of any such prospectus or supplement thereto, in light of the circumstances
                                            under which they were made) not misleading or (2) any violation or alleged violation by Muscle
                                            Maker of the Securities Act, the Exchange Act or any state securities law, or any rule or
                                            regulation thereunder, in connection with the performance of its obligations under this Agreement,
                                            but only to the extent that such untrue statements or omissions are based upon information
                                            regarding Aggia furnished to Muscle Maker by such party for use therein. Aggia shall notify
                                            Muscle Maker promptly of the institution, threat or assertion of any proceeding arising from
                                            or in connection with the transactions contemplated by this Agreement of which Aggia is aware.



 






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		(iii)	Contribution.
                                            If the indemnification under Section 13(h)(i) or Section 13(h)(ii), as applicable, is unavailable
                                            to an Registration Rights Indemnified Party or insufficient to hold an Registration Rights
                                            Indemnified Party harmless for any Losses, then the party responsible for indemnifying the
                                            Registration Rights Indemnified Party (the “Registration Rights Indemnifying Party”)
                                            shall contribute to the amount paid or payable by such Registration Rights Indemnified Party,
                                            in such proportion as is appropriate to reflect the relative fault of the Registration Rights
                                            Indemnifying Party and Registration Rights Indemnified Party in connection with the actions,
                                            statements or omissions that resulted in such Losses as well as any other relevant equitable
                                            considerations. The relative fault of the Registration Rights Indemnifying Party and Registration
                                            Rights Indemnified Party shall be determined by reference to, among other things, whether
                                            any action in question, including any untrue or alleged untrue statement of a material fact
                                            or omission or alleged omission of a material fact, has been taken or made by, or relates
                                            to information supplied by, the Registration Rights Indemnifying Party or the Registration
                                            Rights Indemnified Party, and the parties’ relative intent, knowledge, access to information
                                            and opportunity to correct or prevent such action, statement or omission. The amount paid
                                            or payable by a party as a result of any Losses shall be deemed to include any reasonable
                                            attorneys’ or other fees or expenses incurred by such party in connection with any
                                            proceeding to the extent such party would have been indemnified for such fees or expenses
                                            if the indemnification provided for in Section 13(h) or Section 13(h)(i), as applicable,
                                            was available to such party in accordance with its terms. It is agreed that it would not
                                            be just and equitable if contribution pursuant to this Section 13(h)(ii) were determined
                                            by pro rata allocation or by any other method of allocation that does not take into account
                                            the equitable considerations referred to in the immediately preceding sentence.



 


		(i)	Application.
                                            The provisions of this Section 13 shall be interpreted and enforced independently of the
                                            provisions set forth in Section 12.



 


Section
14. Limitation on Damages. In no event will any Party be liable to any other Party
under or in connection with this Agreement or in connection with the Transactions for special, general, indirect or consequential
damages, including damages for lost profits or lost opportunity, even if the Party sought to be held liable has been advised of the
possibility of such damage.


 






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Section
15. Miscellaneous.


 


		(a)	Notices.
                                            All notices under this Agreement shall be in writing. Notices may be served by certified
                                            or registered mail, postage paid with return receipt requested; by private courier, prepaid;
                                            by other reliable form of electronic communication; or personally. Mailed notices shall be
                                            deemed delivered five (5) days after mailing, properly addressed. Couriered notices shall
                                            be deemed delivered on the date that the courier warrants that delivery will occur. Electronic
                                            communication notices shall be deemed delivered when receipt is either confirmed by confirming
                                            transmission equipment or acknowledged by the addressee or its office. Personal delivery
                                            shall be effective when accomplished. Any Party may change its address by giving notice,
                                            in writing, stating its new address, to the other Parties. Subject to the forgoing, notices
                                            shall be sent as follows:



 


If
to Muscle Maker or Sadot:


 


Muscle
Maker, Inc.


Attn:
Michael Roper


1751
River Run, Suite 200


Fort
Worth, Texas 76107


Email:
michael.roper@musclemakergrill.com


 


If
to Aggia, to:


 


AGGIA
LLC FZ


Attention:
Benjamin Petel


Business
Center 1, M Floor


The
Meidan Hotel


And
al Sheba, Dubai, U.A.E.


Email:
ben@aggia.net


 


		(b)	Accuracy
                                            of Statements. Each Party represents and warrants that no representation or warranty
                                            contained in this Agreement, and no statement delivered or information supplied to the other
                                            Parties pursuant hereto, contains an untrue statement of material fact or omits to state
                                            a material fact necessary in order to make the statements or information contained herein
                                            or therein not misleading. The representations and warranties made in this Agreement will
                                            be continued and will remain true and complete in all material respects and will survive
                                            the execution of the transactions contemplated hereby.



 


		(c)	Entire
                                            Agreement. This Agreement, any Notes and the Operating Agreement set forth all the promises,
                                            covenants, agreements, conditions and understandings between the Parties, and supersede all
                                            prior and contemporaneous agreements, understandings, inducements or conditions, expressed
                                            or implied, oral or written, except as herein or therein contained. 



 


		(d)	Survival.
                                            The provisions of Section 7(d), Section 8, Section 12, Section 13, Section 14 and Section
                                            15 of this Agreement, and any additional provisions as required to effect any of such Sections,
                                            shall survive any termination or expiration hereof, and provided that no expiration or termination
                                            of this Agreement shall excuse a Party for any liability for obligations arising prior to
                                            such expiration or termination. 



 


		(e)	Amendment.
                                            The Parties hereby irrevocably agree that no attempted amendment, modification, termination,
                                            discharge or change (collectively, “Amendment”) of this Agreement shall be valid
                                            and effective, unless the Parties shall unanimously agree in writing to such Amendment.



 


		(f)	No
                                            Waiver. No waiver of any provision of this Agreement shall be effective unless it is
                                            in writing and signed by the Party against whom it is asserted, and any such written waiver
                                            shall only be applicable to the specific instance to which it relates and shall not be deemed
                                            to be a continuing or future waiver. No failure to exercise and no delay in exercising on
                                            the part of either of the Parties any right, power or privilege under this Agreement shall
                                            operate as a waiver of it, nor shall any single or partial exercise of any other right, power
                                            or privilege preclude any other or further exercise of its exercise of any other right, power
                                            or privilege



 






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		(g)	Gender
                                            and Use of Singular and Plural. All pronouns shall be deemed to refer to the masculine,
                                            feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal
                                            representatives, successors and assigns may require.



 


		(h)	Headings.
                                            The article and section headings contained in this Agreement are inserted for convenience
                                            only and shall not affect in any way the meaning or interpretation of the Agreement.



 


		(i)	Governing
                                            Law; Etc.



 


		(i)	This
                                            Agreement, and any and all claims, proceedings or causes of action relating to this Agreement
                                            or arising from this Agreement or the transactions contemplated herein, including, without
                                            limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed,
                                            governed and enforced under and in accordance with the substantive and procedural Laws of
                                            the State of Delaware in each case as in effect from time to time and as the same may be
                                            amended from time to time, without giving effect to the principles of conflicts of Law of
                                            the State of Delaware or any other State or jurisdiction.



 


		(ii)	ANY
                                            LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION
                                            DOCUMENTS OR THE CONTEMPLATED TRANSACTIONS SHALL BE INSTITUTED SOLELY IN THE FEDERAL COURTS
                                            OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF TEXAS, IN EACH CASE LOCATED
                                            IN NEW DALLAS COUNTY, TEXAS, AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION
                                            OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY
                                            WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH
                                            COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH
                                            SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT
                                            FORUM.



 


		(iii)	EACH
                                            PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
                                            IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT
                                            OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS, THE PERFORMANCE THEREOF OR THE FINANCINGS
                                            CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
                                            (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
                                            EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
                                            TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
                                            HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
                                            AND CERTIFICATIONS IN THIS Section 15(i)(ii).



 






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		(iv)	Each
                                            of the Parties acknowledge that each has been represented in connection with the signing
                                            of this waiver by independent legal counsel selected by the respective Party and that such
                                            Party has discussed the legal consequences and import of this waiver with legal counsel.
                                            Each of the Parties further acknowledge that each has read and understands the meaning of
                                            this waiver and grants this waiver knowingly, voluntarily, without duress and only after
                                            consideration of the consequences of this waiver with legal counsel.



 


		(j)	Severability;
                                            Expenses; Further Assurances. If any term, condition or other provision of this Agreement
                                            is determined by a court of competent jurisdiction to be invalid, illegal or incapable of
                                            being enforced by any rule of Law or public policy, all other terms, conditions and provisions
                                            of this Agreement shall nevertheless remain in full force and effect so long as the economic
                                            or legal substance of the transactions contemplated by this Agreement is not affected in
                                            any manner materially adverse to any Party. Upon such determination that any term or other
                                            provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate
                                            in good faith to modify this Agreement so as to effect the original intent of the Parties
                                            as closely as possible in a mutually acceptable manner in order that the transactions contemplated
                                            by this Agreement be consummated as originally contemplated to the fullest extent possible.
                                            Except as otherwise specifically provided in this Agreement, each Party shall be responsible
                                            for the expenses it may incur in connection with the negotiation, preparation, execution,
                                            delivery, performance and enforcement of this Agreement. The Parties shall from time to time
                                            do and perform any additional acts and execute and deliver any additional documents and instruments
                                            that may be required by Law or reasonably requested by any Party to establish, maintain or
                                            protect its rights and remedies under, or to effect the intents and purposes of, this Agreement.



 


		(k)	Specific
                                            Performance. Each Party agrees that irreparable damage would occur if any provision of
                                            this Agreement were not performed in accordance with the terms hereof and that each Party
                                            shall be entitled to seek specific performance of the terms hereof in addition to any other
                                            remedy at law or in equity.



 


		(l)	Attorneys’
                                            Fees. If any Party hereto is required to engage in litigation against any other Party,
                                            either as plaintiff or as defendant, in order to enforce or defend any rights under this
                                            Agreement, and such litigation results in a final judgment in favor of such Party (“Prevailing
                                            Party”), then the party or parties against whom said final judgment is obtained shall
                                            reimburse the Prevailing Party for all direct, indirect or incidental expenses incurred,
                                            including, but not limited to, all attorneys’ fees, court costs and other expenses
                                            incurred throughout all negotiations, trials or appeals undertaken in order to enforce the
                                            Prevailing Party’s rights hereunder.



 






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		(m)	Parties
                                            in Interest; Assignment; Third Party Beneficiaries; Novation.



 


		(i)	This
                                            Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective
                                            successors and permitted assigns. Other than as specifically set forth herein or in the Operating
                                            Agreement, no Party shall have any power or any right to assign or transfer, in whole or
                                            in part, this Agreement, or any of its rights or any of its obligations hereunder, including,
                                            without limitation, any right to pursue any claim for damages pursuant to this Agreement
                                            or the transactions contemplated herein, or to pursue any claim for any breach or default
                                            of this Agreement, or any right arising from the purported assignor’s due performance
                                            of its obligations hereunder, without the prior written consent of the other Parties and
                                            any such purported assignment in contravention of the provisions herein shall be null and
                                            void and of no force or effect. 



 


		(ii)	Subject
                                            to the immediately following sentence, this contract is strictly between the Parties and,
                                            except as specifically provided, no director, officer, stockholder, employee, agent, independent
                                            contractor or any other Person shall be deemed to be a third-party beneficiary of this Agreement.
                                            The Parties acknowledge and agree that each of the Initial Director and the Managing Member
                                            Representative are intended third-party beneficiaries of this Agreement and may enforce the
                                            provisions hereof as though a party hereto.



 


		(iii)	In
                                            addition, subject to Muscle Maker’s
                                            consent, such consent not to be unreasonably withheld, Aggia may novate some or all of its
                                            obligations under this Agreement to any affiliated entity over which its principals retain
                                            control. 



 


		(n)	Execution
                                            in Counterparts, Electronic Transmission. This Agreement may be executed in multiple
                                            counterparts, each of which shall be deemed an original and all of which taken together shall
                                            be but a single instrument. Counterparts may be delivered via facsimile, electronic mail
                                            (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000,
                                            e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall
                                            be deemed to have been duly and validly delivered and be valid and effective for all purposes.
                                            



 


[Signatures
appear on following page]


 




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IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.


 





	 	Muscle Maker, Inc.
	 	 	 
	 	By:	/s/ Michael Roper
	 	Name:	Michael Roper
	 	Title:	Chief Executive Officer
	 	 	 
	 	Sadot LLC
	 	 	 
	 	By:	Muscle Maker, Inc.
	 	Its:	Managing Member
	 	 	 
	 	By:	/s/ Michael Roper
	 	Name:	Michael Roper
	 	Title:	Chief Executive Officer
	 	 	 
	 	AGGIA LLC FZ
	 	 	 
	 	By:	/s/ Benjamin Gorgey
Petel
	 	Name:	Benjamin Gorgey Petel
	 	Title:	Director



 













    	30



    	 



    


 


Exhibit
A


Limited
Liability Company Operating Agreement of Sadot LLC


 


(Attached)


 




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Exhibit
B


List
of Services


 


 


	●	Creating,
                                            acquiring and managing the following departments and teams in the business of delivering
                                            food farm to table, wholesaling food and engaging in the purchase and sale of physical food
                                            commodities:



 


		○	Full
                                            accounting and controlling systems 
		○	HR
                                            Department
		○	Trading
                                            teams
		○	Finance
                                            teams
		○	Risk
                                            Management teams
		○	Back
                                            Office teams.
		○	Legal
                                            Department Teams
		○	Acquisition
                                            Teams.
		○	Chartering
                                            and shipping teams
		○	Farming
                                            teams
		○	Processing
                                                                                                                           Teams.



 


	●	Acquiring
                                            required assets for the business such as processing facilities, ships, farms 



 


	●	Creating
                                            and managing required subsidiaries (Local and International). 



 


	●	Creating
                                            joint ventures and partnerships as required. 



 




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Exhibit
C


Form
of Note


 


(Attached)


 




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Exhibit
D


Lock
Up Agreement


 


(Attached)


 






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