Exhibit
10.1


 


 



 


MUSCLE
MAKER DEVELOPMENT INTERNATIONAL LLC


 


MASTER
FRANCHISE AGREEMENT


 


(Kingdom
of Saudi Arabia)


 


	 	 
	 	Master
    Franchisee
	 	 
	 	 
	 	Date
    of Agreement
	 	 
	 	 
	 	Territory




 




    	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


TABLE
OF CONTENTS


 


	1.	PREAMBLES.	1
	2.	CERTAIN
    DEFINITIONS.	1
	3.	MASTER
    FRANCHISE RIGHTS AND OBLIGATIONS.	5
	 	3.1	Grant
    of Master Franchise Rights	5
	 	3.2	Exclusivity
    as to Master Franchise Rights	5
	 	3.3	Rights
    Franchisor Retains	5
	 	3.4	Development
    Obligations	6
	 	3.5	Extension
    of Development Term	6
	 	3.6	Market
    Development Plan.	7
	 	3.7	Grant
    of Franchises	7
	 	3.8	Ownership,
    Operating Principal and Guarantee.	7
	4.	GUIDANCE
    AND ASSISTANCE.	8
	 	4.1	Initial
    Training	8
	 	4.2	Continuing
    Training	8
	 	4.3	Continuing
    Guidance and Support	8
	 	4.4	Training
    of Franchisees	9
	 	4.5	On-Site
    Visits.	9
	 	4.6	Operations
    Manual	9
	 	4.7	Drawings
    and Schematics	9
	 	4.8	Product
    and Operations Development	10
	5.	OPERATIONS
    OBLIGATIONS OF MASTER FRANCHISEE.	10
	 	5.1	Form
    Agreements	10
	 	5.2	Training
    and Support	10
	 	5.3	System
    Standards	11
	 	5.4	Compliance
    with the System Standards	11
	 	5.5	Master
    Franchisee’s Management Personnel	12
	 	5.6	Insurance	12
	 	5.7	Records
    and Reports	12
	 	5.8	Inspections
    and Audits	14
	 	5.9	Compliance
    with Legal Requirements; Good Business Practices	15
	 	5.10	Supply
    Arrangements	15
	6.	INITIAL
    FEE AND CONTINUING FEES.	16
	 	6.1	Obligation
    to Pay Fees	16
	 	6.2	Interest
    on Late Payments	16
	 	6.3	Withholding
    Taxes	16
	 	6.4	Currency
    of Payment	17
	 	6.5	Exchange
    Controls	17
	 	6.6	Stamp
    Duties	18
	7.	MARKETING.	18
	 	7.1	General
    Marketing Funds	18
	 	7.2	Territory
    Marketing Fund	18
	 	7.3	Master
    Franchisee’s Advertising Expenditures	18
	 	7.4	Local
    Website	19
	 	7.5	System
    Website	20
	 	7.6	Social
    Media	21


 




    	i
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    



 


	8.	CONFIDENTIAL
    INFORMATION; INNOVATIONS; TRANSLATIONS.	21
	 	8.1	Confidential
    Information	21
	 	8.2	Protection
    of Personally Identifiable Information	22
	 	8.3	Innovations	22
	 	8.4	Translations	22
	9.	EXCLUSIVE
    RELATIONSHIP.	23
	10.	INDEPENDENT
    CONTRACTORS/INDEMNIFICATION.	24
	 	10.1	Independent
    Contractors	24
	 	10.2	No
    Liability for Acts of Other Party	24
	 	10.3	Indemnification	24
	11.	MARKS.	25
	 	11.1	Goodwill
    and Ownership of Marks	25
	 	11.2	Limitations
    on Master Franchisee’s Use of the Marks	25
	 	11.3	Notification
    of Infringement and Claims	25
	 	11.4	Discontinuance
    of Use of Marks	26
	 	11.5	Registered
    User Agreements	26
	 	11.6	Disclaimer
    of Warranties	26
	12.	COPYRIGHTS.	27
	13.	TRANSFER.	28
	 	13.1	By
    Franchisor	28
	 	13.2	By
    Master Franchisee	28
	 	13.3	Ownership
    Structure	28
	 	13.4	Right
    of First Refusal	28
	14.	TERMINATION
    OF AGREEMENT.	29
	 	14.1	By
    Master Franchisee	29
	 	14.2	By
    Franchisor	29
	15.	RIGHTS
    AND OBLIGATIONS UPON TERMINATION OR EXPIRATION.	30
	 	15.1	Development
    Term	30
	 	15.2	Marks	30
	 	15.3	Covenant
    Not to Compete	31
	 	15.4	Local
    Website.	31
	 	15.5	Disposition
    of Franchise Agreements	31
	 	15.6	Confidential
    Information and Copyrighted Materials	32
	 	15.7	Payment
    of Amounts Owed	32
	 	15.8	Records
    and Bank Accounts	32
	 	15.9	Continuing
    Obligations	33
	16.	ENFORCEMENT.	33
	 	16.1	Dispute
    Resolution	33
	 	16.2	Severability
    and Substitution of Valid Provisions	33
	 	16.3	Waiver
    of Obligations	34
	 	16.4	Rights
    of Parties Are Cumulative	34
	 	16.5	Waiver
    of Punitive Damages and Jury Trial	34
	 	16.6	Limitation
    of Claims	34
	 	16.7	Costs
    and Legal Fees	35
	 	16.8	Governing
    Law; Consent to Venue and Jurisdiction	35
	 	16.9	Arbitration
    of Disputes	35
	 	16.10	No
    Right to Set-Off	37
	 	16.11	Injunction	37
	17.	MASTER
    FRANCHISEE’S REPRESENTATIONS TO FRANCHISOR.	38
	18.	 MISCELLANEOUS PROVISIONS	39
	 	18.1	Binding
    Effect	39
	 	18.2	Construction	39
	 	18.3	Safety.	40
	 	18.4	Governing
    Language.	40
	 	18.5	Disclaimer
    of Commercial Agency	40
	 	18.6	No
    Recordation	40
	 	18.7	Notices,
    Reports and Payments	40


 



EXHIBITS



 


	EXHIBIT A 	-	Agreement-Specific
  Terms and Information
	EXHIBIT B	-	Guaranty and Assumption of
  Obligations






 




    	ii
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 




MASTER
FRANCHISE AGREEMENT


 


THIS
MASTER FRANCHISE AGREEMENT (the “Agreement”) is made as of the Effective Date by and between Muscle Maker Development
International LLC, a Nevada limited liability company with its principal business address at 240 W. Galveston Street, #1565, League
City, TX 77574, USA (“Franchisor”), and the entity identified as the Master Franchisee on Exhibit A (“Master
Franchisee”).


 


1.
PREAMBLES.


 


Franchisor
and its Affiliates have expended and may, at their option, continue to expend considerable time, effort and money developing and refining
methods and techniques that are used for developing and operating Muscle Maker Grill-branded Restaurants. Among other things, Franchisor
grants Master Franchise Rights to certain Persons that it believes are capable of appropriately representing the Brand within a defined
geographical area. Master Franchisee and its Owners have requested that Franchisor grant Master Franchisee the Master Franchise Rights
and, in support of their application, have provided Franchisor with certain Application Materials. Franchisor is willing to grant the
Master Franchise Rights described herein based, in large part, on the Application Materials and Master Franchisee’s and its Owners’
agreement to comply with their obligations under this Agreement.


 


2.
CERTAIN DEFINITIONS.


 


The
terms listed below have the meanings indicated. Other terms used in this Agreement are defined and construed in the context in which
they occur.


 


(a)
“Affiliate” - any Person that directly or indirectly controls, that is directly or indirectly controlled by,
or that is under common control with another Person. For purposes of this definition, the term “control” means the
direct or indirect ownership of, possession of, or right to exert influence over, a Controlling Interest.


 


(b)
“Agreement Term” - the period beginning on the Effective Date and ending on the earlier of the expiration or
termination of the last Franchise Agreement signed pursuant to this Agreement or the termination of this Agreement in accordance with
its provisions.


 


(c)
“Application Materials” – all materials submitted by Master Franchisee and its Owners in connection with
and in support of their application to acquire the Master Franchise Rights, including all written applications, financial statements,
resumes, and other documents, as well as verbal information provided in interviews and other similar conversations between Franchisor,
Master Franchisee and its Owners.


 


(d)
“Brand” – the consumer-facing identifier of Restaurants, consisting of the Marks and System under which
the Restaurant is authorized to operate.


 



    	1
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 





(e)
“Competitive Business” - any business (other than a Restaurant) that, whether through a physical location,
the internet or any other form or means, (i) derives gross receipts of more than ten percent (10%) from sale of goods or services, excluding
alcoholic beverages, that are generally the same as or similar to the goods or services being offered at any Restaurant that operates
as part of the System, or (ii) grants franchises or licenses for, or provides consulting services to, a Competitive Business.


 


(f)
“Controlling Interest” – the amount of Ownership Interests of a legal entity that is sufficient to (a) permit
voting control on any issue; or (b) prevent any other Person, group, combination, or entity from blocking voting control on any issue
or exercising any veto power. In addition, a Person will be deemed to have a Controlling Interest of an entity if that Person has the
right to receive at least 25% of the net profits of any such entity.


 


(g)
“Copyrighted Materials” - those certain copyrighted or copyrightable materials that are owned by Franchisor
or its Affiliates and that they approve and license for use in the development or operation of the Restaurants, which materials may include
the Operations Manuals, advertising and promotional materials, labels, menus, posters, signs, coupons, gift certificates, employee attire,
the Marks, Trade Dress (as defined in the Franchise Agreement) and other portions of the System or any translations or paraphrasing of
any of the foregoing.


 


(h)
“Development Period” - each period of time defined as a Development Period in the Development Schedule set
forth on Exhibit A to this Agreement.


 


(i)
“Development Schedule” – the minimum number of Restaurants that must be open and in operation in the
Territory during and as of the end of each Development Period, as set forth on Exhibit A to this Agreement.


 


(j)
“Development Term” - the period during which Master Franchise is authorized under this Agreement to grant Franchises
which period will commence on the Effective Date and will expire, unless extended or terminated in accordance with the terms of this
Agreement, on the last day of the last Development Period.


 


(k)
“Dollars” and “$” - the legal currency of the United States.


 


(l)
“Effective Date” – the date on which Franchisor signs this Agreement, which date will be subsequent to
Master Franchisee’s signature.


 


(m)
“Form Agreements” – the form of Franchise Agreement and other agreements Franchisor approves for Master
Franchisee’s use in granting Franchises or exercising the Master Franchise Rights pursuant to this Agreement.


 


(n)
“Franchise” - the right and license granted in a Franchise Agreement to own, develop and operate a Restaurant
at a specified location within the Territory.


 






    	2
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


(o)
“Franchise Agreement” - the form of franchise agreement (including all exhibits, ancillary documents and guarantees
attached thereto) Franchisor approves for Master Franchisee’s use in granting Franchises, as modified from time to time in accordance
with Section 5.1 of this Agreement.


 


(p)
“Franchisee” – a Person, including Master Franchisee’s Affiliates, that, pursuant to and in accordance
with a Franchise Agreement, is authorized to develop, own and operate a Restaurant.


 


(q)
“Gross Sales” – as defined in the authorized Franchise Agreement from time to time.


 


(r)
“Innovations” - all ideas, concepts, methods, techniques and products relating directly or indirectly to the
System or to the development, marketing, operation or franchising of Restaurants.


 


(s)
“Legal Requirements” - applicable laws, ordinances, regulations, rules, administrative and executive orders,
decrees and policies of any government, governmental agency or department, including without limitation the governments of the Territory
and, as applicable, of the United States.


 


(t)
“Local Website” - one or more websites established and maintained by Master Franchisee readily accessible to
consumers in the Territory and focused on the marketing and promotion of Restaurants and franchise opportunities in the Territory.


 


(u)
“Marks” – the words “Muscle Maker Grill”, “Great Food With Your Health In Mind”
and such other trademarks, service marks, logos, trade dress, and other commercial symbols that Franchisor from time to time authorizes
Master Franchisee to use and sublicense to Franchisees to identify Restaurants and proprietary products.


 


(v)
“Master Franchise Rights” - the right, as master franchisee, to enter into and perform services under and as
described in Franchise Agreements for the development and operation of Restaurants in the Territory.


 


(w)
“Owners” - all Persons holding Ownership Interests in Master Franchisee from time to time.


 


(x)
“Ownership Interest” - a direct or indirect, disclosed or undisclosed, legal or beneficial ownership, property
right or voting right.


 


(y)
“Person” – a natural person, corporation, partnership, limited liability company, trust, association
or other legal entity.


 


(z)
“Personally Identifiable Information” – any information collected by or through the exercise of the Master
Franchise Rights, the operation of a Restaurant, or otherwise that can be used to identify an individual, including names, addresses,
telephone numbers, e-mail addresses, employee identification numbers, signatures, passwords, financial information, credit card information,
biometric or health data, government-issued identification numbers and credit report information.


 






    	3
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


(aa)
“Restaurant” – a restaurant that is operated pursuant to a Franchise Agreement, uses the System, is identified
by the Marks, and features meu items that are specified or approved by Franchisor from time to time.


 


(bb)
“Restricted Persons” - (1) Owners; (2) Master Franchisee’s Affiliates and their Owners; and (3) the parents,
spouses and children of each of the foregoing.


 


(cc)
“Special Venue Restaurants” - (1) any kiosk, mobile facility or similar location or type of operation which,
because of its inherent operational limitations, is required to offer a limited menu or have a materially different operating format
as compared to a traditional Muscle Maker GrillTM Restaurant, (2) any location in which foodservice is or may be provided by a master
concessionaire, (3) any location which is situated within or as part of a larger venue or facility and, as a result, is likely to draw
the predominance of its customers from those persons who are using or attending events in the larger venue or facility (for example,
convention centers, airports, hotels, sports facilities, theme parks, hospitals, transportation facilities, convenience Restaurants,
and other similar captive market locations), and (4) any distribution channel other than a Restaurant (including, but not limited to,
the internet, grocery stores, supermarkets, and mail order) through which products and services associated with or sold through Restaurants
are or may be sold.


 


(dd)
“System” – the system of Restaurants that are authorized (by a Person with such authority) from time
to time to operate under the Brand.


 


(ee)
“System Standards” – the methods, techniques, processes, standards, specifications, operating procedures
and rules that Franchisor prescribes, from time to time, relating to the development or operation of the Restaurants, including the Restaurant
menu, the subfranchising of Restaurants and/or the performance of Master Franchisee’s obligations under this Agreement, all of
which Franchisor may improve, supplement, further develop, cease using, or otherwise modify from time to time.


 


(ff)
“System Website” – one or more websites established and maintained by Franchisor or its Affiliates to
advertise, market, and promote Restaurants, the products and services that they offer and sell, and/or the Restaurant franchise opportunity.


 


(gg)
“Territory” – the area described on Exhibit A.


 


(hh)
“United States” and “USA” - the United States of America.


 






    	4
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


3.
MASTER FRANCHISE RIGHTS AND OBLIGATIONS.


 


3.1
Grant of Master Franchise Rights. Subject
to the terms, conditions and limitations contained in this Agreement, Franchisor hereby grants Master Franchisee the Master Franchise
Rights, and Master Franchisee hereby accepts the Master Franchise Rights and agrees to: (a) exercise such rights in a manner which enhances
the goodwill associated with the Marks and results in the development and operation of Restaurants, at a minimum, in accordance with
the applicable Development Schedule, (b) function and perform all of its obligations as the franchisor under Franchise Agreements that
it enters into with Franchisees, and (c) otherwise comply with the terms and conditions set forth in this Agreement. The Master Franchise
Rights may be exercised only in the Territory. Further, while the Master Franchise Rights include the right to enter into Franchise Agreements,
the right to do so is limited to Franchise Agreements fully executed during the Development Term. The Master Franchise Rights include
the right to grant Franchises for the operation of Special Venue Restaurants in the Territory but, because of the impact that Special
Venue Restaurants can have on the Brand and on Franchisor’s ability to execute agreements with master concessionaires who specialize
in food service in the venues in which Special Venue Restaurants operate (“Concessionaires”),
Master Franchisee may not grant Franchises for Special Venue Restaurants without Franchisor’s separate prior written consent with
respect to each such proposed development.


 


3.2
Exclusivity as to Master Franchise Rights.
Provided that Master Franchisee, its Owners, Master Franchisee’s Affiliates and Master Franchisee’s
Owners are each in full compliance with their obligations under this Agreement and all Franchise Agreements, and except for the rights
retained under this Section and under Section 3.3 below, Franchisor will not, during the Development Term, own or operate Restaurants
in the Territory, grant Franchises for the Restaurant in the Territory, or grant Master Franchise Rights for the Restaurant to other
Persons within the Territory. After the Development Term is terminated or expires, even if the Agreement Term has not yet then terminated
or expired, Franchisor and its Affiliates shall have the right to own, establish and operate, and authorize others to own, establish
and operate, Restaurants within the Territory, subject only to the territorial rights previously granted to Franchisees under their Franchise
Agreements. Notwithstanding the foregoing, the Master Franchise Rights shall not be exclusive with respect to Special Venue Restaurants
except as to those Concessionaires whose operational scope is limited primarily to the Territory.


 


3.3
Rights Franchisor Retains. The
rights granted to Master Franchisee are limited to those that are expressly granted under this Agreement, and no additional rights are
implied or may be extrapolated from the provisions of this Agreement or otherwise. All other rights are reserved to Franchisor and its
Affiliates. Without limiting the generality of the foregoing, Master Franchisee acknowledges and agrees that it has no right or authority
to do or prevent Franchisor, Franchisor’s Affiliates, Franchisor’s respective Franchisees, or any Person acting through or
on behalf of Franchisor or its Affiliates from doing any of the following: (1) owning, operating and granting others the right to own
and operate any business (including a Competitive Business) that, in the Territory, does not use the Marks and, outside the Territory,
operates under any trademark (including the Marks), whether or not competitive with Master Franchisee, the Master Franchise Rights, or
any Restaurant, (2) manufacturing, marketing, distributing and selling products and services identified by the Marks or other marks in
any type of distribution channel, including the Internet, within or outside the Territory, subject only to Master Franchisee’s
rights in Section 3.2 and any other written agreement signed by Master Franchisee (or one of its Affiliates) and Franchisor or Franchisor’s
Affiliate; or (3) owning, establishing, operating, or authorizing others to own, establish or operate, Restaurants the physical premises
of which are located outside the Territory, including on the border of the Territory, subject only to the territorial rights previously
granted to Franchisees under their Franchise Agreements.


 






    	5
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


3.4
Development Obligations. During
the Development Term, Master Franchisee must at all times faithfully, honestly and diligently perform its obligations hereunder and continuously
exert its best efforts to promote and enhance the Marks and the development and operation of Restaurants within the entire Territory.
Toward that end, Master Franchisee shall cause its Franchisees to open at least the number of Restaurants as necessary to comply with
each Development Period of the Development Schedule. The Development Schedule has been determined jointly by Franchisor and Master Franchisee.
Franchisor makes no representations or warranties that the Territory can support, or that there are sufficient sites for, the number
of Restaurants specified as the Development Schedule. Master Franchisee represents that it has conducted its own investigation as to
the feasibility of complying with the Development Schedule and acknowledges that, in accepting the Master Franchise Rights, Master Franchisee
is relying on its own determination, assessment and expertise with respect to the Territory.


 




In
addition to any other rights or remedies Franchisor has under this Agreement, if Master Franchisee fails to satisfy its obligations for
any Development Period of the Development Schedule, Franchisor may, at its option and without prejudice to any other such rights or remedies,
exercise any lesser rights available to it, including reducing or otherwise modifying the Territory or terminating the exclusivity granted
to Master Franchisee under Section 3.2 above.


 


3.5
Extension of Development Term. On
expiration of the Development Term, if Master Franchisee has substantially complied with all of the terms of this Agreement during the
Development Term, subject to the terms of this Section 3.5, Master Franchisee may seek extension of the Development Term subject to this
Agreement for one (1) successive term not to exceed the length to the current Development Term. To extend the Development Term, Master
Franchisee must:


 


(a)
deliver to Franchisor written notice of the request for an extension of the Development Term not more than 12 months nor less than six
(6) months prior to the expiration of the then-current Development Term (the “Extension Notice”);


 


(b)
within 60 days following the timely issuance of the Extension Notice, engage in good faith discussions with Franchisor concerning new
minimum development obligations for the extended Development Term;


 


(c)
execute an amendment to this Agreement, on mutually acceptable terms, to reflect and govern Master Franchisee’s obligations during
the extended Development Term;


 


(d)
pay Franchisor an extension fee equal to the amount set forth in Exhibit A to this Agreement; and


 



    	6
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 





(e)
execute and deliver to Franchisor, a general release by Master Franchisee and its related parties, in a form satisfactory to Franchisor,
of any and all claims against Franchisor and its related parties.


 


If
all of the foregoing requirements are not satisfied prior to the expiration of the Development Term, the Development Term will expire
(as defined), and Master Franchisee will have no further rights to grant Franchises pursuant to this Agreement.


 


3.6
Market Development Plan. Within
six (6) months following the Effective Date, Master Franchisee shall submit to Franchisor for review, amendment, and approval a market
development plan for selling Franchises and for developing Restaurants in the Territory during the Development Term (the “Market
Development Plan”). The Market Development Plan will be developed using such analytic tools
and vendors as approved by Franchisor and will address such topics as required by Franchisor. Once the Market Development Plan is approved
by Franchisor, Master Franchisee will proceed to develop the Territory pursuant to such plan and will not materially deviate therefrom
without Franchisor’s prior written consent.


 




3.7
Grant of Franchises. Each
Restaurant that is developed and operated in the Territory must be governed by an individual Franchise Agreement between Master Franchisee,
as franchisor, and another Person (which may be Master Franchisee’s Affiliate), as Franchisee; therefore, Master Franchisee may
not itself be a Franchisee and may not itself own or operate Restaurants. For each Restaurant, Master Franchisee will provide Franchisor
with a copy of the applicable Franchise Agreement upon its execution. Master Franchisee agrees not to grant any protected territory,
whether around a Restaurant or otherwise, to any Franchisee without Franchisor’s prior written consent and, in no event will any
such protected territory extend beyond the boundaries of the Territory. Master Franchisee will enforce each Franchise Agreement, and
will ensure its compliance with all Legal Requirements, including regulations affecting the offer and sale of Franchises in the Territory.


 




Master
Franchisee will have the sole obligation for approving each Franchisee; however, Master Franchisee agrees that Franchisor has the right
to require it to reject any proposed application prior to the execution of a Franchise Agreement. Master Franchisee agrees, at Franchisor’s
request and direction from time to time, to provide copies of all applications or, at Franchisor’s option, to allow Franchisor
to inspect all pending applications and to reject any which it, in its sole and unfettered discretion, believes are unacceptable.


 


3.8
Ownership, Operating Principal and Guarantee.
Master Franchisee agrees and represents that:


 





(a)
it has the authority to execute, deliver, and perform its obligations under this Agreement and all related agreements and is duly organized
or formed and validly existing in good standing under the laws of the jurisdiction in which it was incorporated or formed;


 






    	7
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


(b)
Exhibit A to this Agreement completely and accurately describes all of Master Franchisee’s Owners and their interests in
Master Franchisee as of the Effective Date;


 





(d)
each of Owner owning at least 10% ownership or voting interest in Master Franchisee will execute a guaranty in the form Franchisor prescribes
undertaking personally to be bound, jointly and severally, by all provisions of this Agreement and any ancillary agreements between Master
Franchisee and Franchisor. Franchisor’s current form of guaranty is attached hereto as Exhibit B; and


 


(e)
it must identify on Exhibit A, one of its Owners (the “Operating
Principal”) who is a natural person, and who has authority over all business decisions relating
to Master Franchisee and has the power to bind Master Franchisee in all dealings with Franchisor. Franchisor reserves the right to approve
the Operating Principal and any subsequent replacements.


 


4.
GUIDANCE AND ASSISTANCE.


 




4.1
Initial Training. [INTENTIONALLY
OMITTED]


 


4.2
Continuing Training. Franchisor
may conduct in the USA or at another designated location, additional conferences and training programs relating to various aspects of
the development and operation of Restaurants. Additional training programs may be provided through recorded media, teleconferences, video
conferences, the internet, webinar or any other medium Franchisor determines. Franchisor will have the right to require Master Franchisee’s
Operating Principal and such other of Master Franchisee’s Owners and other key personnel, attend such conferences or training programs.
Franchisor reserves the right to charge Master Franchisee a fee for continued training, and Master Franchisee will be responsible for
all costs related to attendance and participation by its representatives in attending such conferences and training programs.


 


4.3
Continuing Guidance and Support. During
the Agreement Term, Franchisor will, via e-mail and telephone consultations, provide Master Franchisee with ongoing guidance and commercial
and technical assistance concerning the development, marketing, operation and franchising of Restaurants as Franchisor deems appropriate.
As part of this assistance, Franchisor will furnish copies of advertising and marketing materials that it develops for Restaurants in
the United States (provided that Franchisor determines the materials would be useful for Restaurants operating in the Territory) and
information relating to systems developed and implemented in, and/or products and services offered by, Restaurants in the United States.
Any such materials will be in English and will be considered Copyrighted Materials. If Master Franchisee desires assistance from Franchisor
in addition to the assistance described above, and if Franchisor agrees to provide that assistance, Master Franchisee shall reimburse
Franchisor for its costs and expenses relating to that assistance, including wages of its personnel and, if necessary, expenses for travel
from and to Franchisor’s principal offices in the United States.


 






    	8
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


4.4
Training of Franchisees.
Master Franchisee will be entirely responsible for training its Franchisees in a manner consistent with the training provided by Franchisor
to its Franchisees in the United States and as described in Section 5.2 below. Franchisor reserves the right to approve Master Franchisee’s
training programs and to require certification of Master Franchisee’s personnel who are involved in the conduct of all such training
programs.


 





4.5
On-Site Visits.
Franchisor will, at its own cost and expenses, have the right, but not the obligation, to send to the Territory such number of representatives
for such duration, as it deems fit, to inspect the Restaurants at least once every calendar year. However, Master Franchisee will be
responsible for all costs associated if it requests such visits and will provide reasonable assistance in obtaining any required visas
for such visits. Franchisor is not required to send representatives to the Territory to consult with Master Franchisee or provide on-site
support.


 





4.6
Operations Manual. Franchisor
will loan to Master Franchisee or provide it with access to a copy of Franchisor’s operations manual for the development and operation
of Restaurants as used in the United States. Master Franchisee must, on a continuing basis, submit for Franchisor’s review and
approval any modifications to the System Standards that it believes to be necessary to comply with the Legal Requirements of the Territory
or for the commercial success of Restaurants operated in the Territory. Franchisor will consider such proposed modifications in good
faith and notify Master Franchisee, within 14 days, in writing, of its acceptance or rejection of such modifications, specifying the
reasons for any rejections. Approved modifications to the System Standards will be part of and reflected in the operations manual for
the Territory (the “Operations Manual”). Each Operations Manual and the copyright
therein and in any translations thereof will be Franchisor’s property, and Master Franchisee agrees to execute any and all instruments
and documents, render such assistance and take such action as may, in the opinion of Franchisor’s counsel, be necessary or advisable
to establish, protect and maintain Franchisor’s interests in each Operations Manual and the copyright therein.


 





Master
Franchisee will update its copy of each Operations Manual as Franchisor instructs and will conform its operations with the updated provisions
within a reasonable time thereafter. Master Franchisee will also be responsible for ensuring that each Franchisee in the Territory, in
turn, updates its copy of the Operations Manual as Franchisor instructs and conforms its operations with the updated provisions within
a reasonable period of time thereafter. Master Franchisee acknowledges that a master copy of the Operations Manual Franchisor maintains
at its principal office will be controlling in the event of a dispute relative to its content.


 


4.7
Drawings and Schematics. Franchisor
will provide Master Franchisee with a copy of its standard pro forma drawings and schematics, as developed for Restaurants in the United
States. Master Franchisee will propose, for Franchisor’s approval, any modifications which it believes are necessary or appropriate
due to peculiarities in the Territory. Once Franchisor approves any final proposed modifications, Master Franchisee shall ensure that
Restaurants are developed substantially in accordance therewith. Master Franchisee shall approve the schematics for each Restaurant to
be developed by Franchisees in the Territory consistent with the modified pro forma Restaurant drawings and schematics Franchisor provides
or approves. Master Franchisee will seek Franchisor’s prior approval of any proposed drawings and schematics which deviate in any
material respects from the previously approved drawings and schematics.


 






    	9
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


4.8
Product and Operations Development. Master
Franchisee will disclose to Franchisor all ideas, concepts, methods, techniques, products and services relating to the development and
operation of Restaurants conceived or developed by it, its Affiliates or its Franchisees. Any such ideas, concepts, methods, techniques,
products and services will be considered Innovations and works made for hire and will belong exclusively to Franchisor. If any such materials
are determined not to be “works made for hire,” such materials are hereby assigned and transferred completely and exclusively
to and will be owned by Franchisor and will, at its discretion, be incorporated into the System for use in accordance with this Agreement.
Neither Franchisor nor its Affiliates will have any obligation to make any payment to Master Franchisee or any other Person with respect
to any such idea, concept, method, technique, product or service.


 


5.
OPERATIONS OBLIGATIONS OF MASTER FRANCHISEE.


 



5.1
Form Agreements. Franchisor
will provide Master Franchisee with its current standard form of international unit franchise agreement and related agreements. Master
Franchisee will submit for Franchisor’s review and approval any modifications to that agreement that it believes to be necessary
to comply with Legal Requirements or for the commercial success of Restaurants in the Territory. Franchisor will consider such proposed
modifications and, within 14 days following its receipt of the written proposed modifications, will notify Master Franchisee of its decision,
in its sole and unfettered discretion, to either approve some or all of the proposed modifications or reject those it concludes will
be harmful to the Marks or inconsistent with the System or the operation of Restaurants. The Form Agreements that Franchisor approves,
in writing, are the only forms that Master Franchisee is authorized to use in relation to the grant of Franchises under this Agreement.
Master Franchisee acknowledges and agrees that Franchisor may, from time to time, require it to modify the approved Form Agreements to
reflect changes to the System, System Standards or Legal Requirements. Master Franchisee agrees that it will not make any material changes
to the Form Agreements, including with respect to the minimum fees to be charged, without Franchisor’s prior written consent.


 


5.2
Training and Support. Master
Franchisee must develop and maintain a training program similar to Franchisor’s training program, modified as it suggests and as
Franchisor approves, pursuant to which Master Franchisee will provide training with respect to the operation of Restaurants to its and
its Affiliates’ employees, as well as to Franchisees and their employees. Master Franchisee agrees to diligently and continuously
provide support and assistance to its Franchisees, as required under the Form Agreements, and to diligently and competently perform all
of its other obligations under Franchise Agreements. Subject to Section 4.4, all services and assistance required to be provided to Franchisees
and their employees engaged in developing and operating Restaurants will be provided by Master Franchisee. Master Franchisee may not
transfer, delegate or subcontract to any other Person (other than to Franchisor pursuant to this Agreement) any of its obligations under
this Agreement or any Franchise Agreement.


 






    	10
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


5.3
System Standards. The
development and operation of Restaurants in accordance with the System Standards are essential to preserve the goodwill of the Marks
and all Restaurants. Among the aspects of the development and operation of Restaurants that may be regulated by System Standards, and
with which Master Franchisee and its Franchisees are obligated to comply, are: menu offerings, prescribed systems and software for collection
and management of data regarding prospective franchisee leads and Franchisees; maintenance of equipment; replacement of obsolete or worn-out
equipment, and signs; interior and exterior signs, emblems, decals, lettering and logos; selection of Franchisees; types, models, brands
and designated and approved suppliers of required and authorized equipment, signs, products, materials and supplies; sales and marketing
activities, advertising and promotional activities, membership communication and retention programs, and materials and media required
or authorized for use in such activities and programs; use and display of the Marks, and use and display of other trademarks and commercial
symbols, including trademarks of approved suppliers; staffing levels and functions of employees; qualifications, uniforms and appearance
of employees; initial and ongoing training and testing of employees; minimum hours of operation; goods and services required or authorized
to be offered; arrangements with third parties to furnish products or services to customers; participation in market research and testing,
and product and service development programs; management; use of approved advertising and marketing materials; bookkeeping, accounting,
inventory control, data processing and record keeping systems and forms; formats, content, method and frequency of reports of sales,
revenues, financial performance and condition, and other operating and financial information; types, amounts, terms and conditions of
required insurance coverage; compliance with applicable laws; obtaining required licenses and permits; adherence to good business practices;
observing high standards of honesty, integrity, fair dealing and ethical business conduct; and such other elements and aspects of the
development, appearance and operation of, and conduct of business by, Restaurants as Franchisor determines from time to time to be useful
or required to preserve or enhance the operation of Restaurants and the image and goodwill of the Marks. All terms and conditions of
this Agreement related to System Standards will relate to System Standards as they may be periodically modified and supplemented by Franchisor
in its discretion during the Agreement Term. System Standards mandated from time to time in the Operations Manual, or otherwise communicated
to Master Franchisee and Franchisees in writing, constitute provisions of and are incorporated in this Agreement and the Form Agreements.


 





5.4
Compliance with the System Standards.
At all times during the Agreement Term, Master Franchisee will: (i) comply with all applicable
System Standards, (ii) cause its Franchisees to develop, maintain and operate Restaurants in compliance with all applicable System Standards,
and (iii) diligently and continuously monitor and strictly enforce compliance with the System Standards by all Franchisees, and furnish
assistance to Franchisees to correct deficiencies in their operations. Toward that end, Master Franchisee shall adopt and implement a
compliance program mandated or approved by Franchisor. To ensure compliance with the System and System Standards across all markets globally,
Franchisor reserves the right to require Master Franchisee to use and pay for the services of a third-party vendor Franchisor designates
to conduct in-Restaurant inspections as Franchisor requires. Master Franchisee will consult with Franchisor prior to terminating any
Franchise Agreement for the Franchisee’s default. In the event of termination of a Franchise Agreement, Master Franchisee shall,
at its expense, also enforce all post-termination obligations of Franchisees under their Franchise Agreements.


 






    	11
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


5.5
Master Franchisee’s Management Personnel.
Master Franchisee shall hire and maintain the number and level of management personnel reasonably
necessary to perform its obligations under this Agreement, including those required for the development of Restaurants in accordance
with the Development Schedule and for the management and supervision of Restaurants by Franchisees in accordance with this Agreement
and the Franchise Agreements. Master Franchisee will keep Franchisor advised of the identities of such management personnel. All management
personnel must be fluent in English and must be properly trained to perform their duties.


 





5.6
Insurance. Master
Franchisee will maintain insurance necessary to comply with all Legal Requirements and maintain adequate general liability insurance
against claims for bodily and personal injury, death and property damage caused by or occurring in connection with the conduct of its
activities under this Agreement and under Franchise Agreements with its Franchisees. Master Franchisee will also maintain in force other
insurance of the types, in the amounts and with such terms and conditions as Franchisor may from time to time reasonably prescribe in
the Operations Manual or otherwise. Each insurance policy will name Franchisor and its designated Affiliates as additional named insureds,
will contain a waiver of all subrogation rights against Franchisor, its Affiliates, and its and their successors and assigns, and will
provide for 30 days’ prior written notice to Franchisor of any material modification, cancellation, or expiration of such policy.
Master Franchisee will furnish to Franchisor at least annually a copy of the certificates of insurance or other evidence Franchisor requests
that such insurance coverage is in force. The maintenance of insurance coverage in excess of that required by Franchisor that Master
Franchisee believes is necessary to protect its interests will be Master Franchisee’s sole responsibility. Franchisor will have
no obligation to prescribe types or amounts of insurance coverage and will have no obligation to indemnify Master Franchisee if it does
not do so or if the types or amounts of insurance coverage it prescribes are insufficient to fully cover a claim made against Master
Franchisee.


 


5.7
Records and Reports. Master
Franchisee will maintain and preserve at its principal office, full, complete and accurate records and reports pertaining to the development
and operation of Restaurants and the performance of its obligations under this Agreement and under Franchise Agreements, including records
and information relating to: (i) its efforts to solicit, qualify and sign Franchise Agreements with prospective Franchisees, (ii) its
efforts to assist its Franchisees to develop Restaurants, (iii) inspection and supervisory reports relating to the operation of Restaurants,
(iv) records reflecting its financial condition and performance, including the Restaurants’ Gross Sales, (v) records of the receipts
and expenditures of each Territory Marketing Fund (as defined in Section 7 herein) and such other records and reports as Franchisor may
prescribe from time to time.


 






    	12
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


In
addition to the reports required in connection with the operation and franchising of Restaurants, Master Franchisee will deliver to Franchisor
in the form it prescribes the following:


 


(a)
Restaurant Openings: a notice of a Restaurant opening within two (2) days following the opening date of the Restaurant;


 


(b)
Weekly: reports of sales and Restaurant level financial information for all Restaurants;


 


(c)
Monthly: by the 20th day of each month, a report showing (i) the Gross Sales for each Restaurant in the prior month;
and (ii) the rebates and other consideration Master Franchisee received from vendors during the immediately preceding month;


 


(d)
Quarterly: within 30 days of the end of each quarter of Master Franchisee’s fiscal year, a profit and loss statement for
such quarter and a report disclosing its net worth as of the end of such quarter;


 


(e)
Annually:


 


(i)
not less than 60 days prior to the end of each of its fiscal years, a marketing plan and budget describing the proposed marketing activities
and expenditures for each Territory Marketing Fund for the succeeding fiscal year;


 


(ii)
within 60 days following the end of each of its fiscal years, (1) a report of the receipts and disbursements of, and advertising, promotion,
public relations, market research and other marketing programs and activities undertaken by, the Territory Marketing Fund during the
preceding year, and (2) a review of the Market Development Plan and any adjustments proposed to be made by Master Franchisee;


 


(iii)
within 90 days after the end of each of its fiscal years, its financial statements including an audited financial year-end balance sheet
and an audited profit and loss account for such financial year reflecting all year-end adjustments, and an audited statement of changes
in financial condition on a basis consistent with generally accepted accounting principles of the Territory (or, at Franchisor’s
option in accordance with any recognized international accounting principles which may be adopted by appropriate standards-setting bodies
during the Agreement Term);


 






    	13
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


(f)
By Development Period:


 


(i)
not less than 60 days prior to the end of each Development Period, a Restaurant development plan for the succeeding Development Period,
including capital and operating budgets and plans for development of Restaurants;


 


(ii)
within 60 days following the end of each Development Period, an analysis of its compliance with the development plans for the previous
Development Period; and


 


(g)
Miscellaneous: such other data, reports, information, financial statements and supporting records, as Franchisor prescribes from
time to time, relating to Master Franchisee, the performance of Master Franchisee’s obligations under this Agreement, its Franchisees,
any Guarantors of Master Franchisee’s obligations under this Agreement, and each Gross Sales.


 


Master
Franchisee will immediately report to Franchisor any events or developments which may have a significant or material adverse impact on
its performance under this Agreement or the goodwill associated with the Marks and Restaurants.


 


5.8
Inspections and Audits. Franchisor
and its agents will have the right at any time during business hours to inspect, audit and make copies or extracts of the records and
reports described in Section 5.7 and any other business records, bookkeeping and accounting records, value added, sales, use and
service and income tax records and returns, and other records of the business conducted pursuant to this Agreement, and Master Franchisee’s
books and records related to the business conducted pursuant to this Agreement. Franchisor will have the right, at any time, during normal
business hours, to inspect Master Franchisee’s office, any training facility, the premises of any Restaurant, and the point-of-sale
system at any Restaurant for the purpose of monitoring compliance by the parties to and with the applicable Franchise Agreements, and
Master Franchisee’s compliance with the terms of this Agreement. Master Franchisee shall fully cooperate, and shall cause its Affiliates
to cooperate, with Franchisor and its representatives to conduct any such inspection or audit. If any such inspection or audit discloses
an understatement of the initial and/or recurring fees Master Franchisee received under Franchise Agreements, it shall pay to Franchisor
within 15 days after receipt of the inspection or audit report the fees due on the amount of such understatement plus interest at the
rate and on the terms provided for herein from the date originally due until the date of payment. If such inspection or audit is made
necessary by Master Franchisee’s failure to furnish reports, supporting records, other information or financial statements as herein
required, or to furnish such reports, records, information or financial statements on a timely basis, or if an understatement of fees
Master Franchisee received for the period of any audit is determined by any such audit or inspection to be greater than two percent (2%),
Master Franchisee will reimburse Franchisor for the cost of such inspection or audit including without limitation legal fees and accountants’
fees, and the travel expenses, room and board and applicable per diem charges for Franchisor’s employees and representatives. The
foregoing remedies shall be in addition to all other remedies and rights Franchisor has hereunder or under applicable law.


 






    	14
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


5.9
Compliance with Legal Requirements; Good Business Practices. Master Franchisee will secure and maintain in force in its
name all required licenses, permits, and certificates relating to its obligations under this Agreement. Master Franchisee will at all
times comply with Legal Requirements, including, all laws and regulations in the Territory which govern the offer and sale of Franchises;
provided, however, that compliance with Legal Requirements will not be a basis for requiring recordation of this Agreement under any
commercial agencies laws in the Territory. Master Franchisee will be responsible for ensuring that any pre-sale disclosure document which
Master Franchisee is required to provide is true, complete, accurate, and otherwise complies with all applicable laws. Copies of all
such disclosure documents and all documents associated with its compliance in the Territory with its obligations as a franchisor shall
be provided to Franchisor at least 14 days prior to use or filing with any governmental agency. Master Franchisee shall incorporate any
changes to the disclosure document Franchisor requires if it determines that any statements regarding it, the Brand, the System or this
Agreement are inaccurate.


 


All
advertising by Master Franchisee, its Affiliates and Franchisees will be completely factual and conform to high standards of ethical
advertising. Master Franchisee, its Affiliates and Franchisees will in all dealings with Franchisor, public officials and other third
parties adhere to high standards of honesty, integrity, fair dealing and ethical conduct, and will refrain from any practice which may
be injurious to Franchisor’s reputation, Master Franchisee’s reputation, the reputation of the Marks or Restaurants generally,
or the goodwill associated with the Marks. Master Franchisee will notify Franchisor within five (5) days of becoming aware of the commencement
of any action, suit, or proceeding, and of the issuance of any order, writ, injunction, award, or decree of any court, agency, or other
governmental instrumentality, which may adversely affect Master Franchisee, its Affiliates, or its Franchisees or their operations or
financial condition.


 


5.10
Supply Arrangements. Master Franchisee will, subject to Franchisor’s direction and approval, locate, designate, establish
and maintain supply arrangements on competitive terms and conditions for products and equipment to be sold by or used in the operation
of Restaurants that meet Franchisor’s specifications and System Standards. All such vendors and arrangements will be subject to
Franchisor’s prior written approval to ensure adequate and consistent quality, availability, and supply. All such agreements must
provide that they are assignable to Franchisor on termination of this Agreement or expiration of the Agreement Term. Copies of any agreements
between Master Franchisee and approved suppliers will be provided to Franchisor within five (5) days after their execution. Master Franchisee
will ensure that all such products and equipment comply with the requirements of the System.


 


Franchisor
may, in its discretion, leverage its existing supply chain and may, as a result, mandate that Master Franchisee and its Franchisees use
only certain specific vendors, which may include Franchisor and/or its Affiliates, for designated items and services used or offered
in the Restaurant, including use of specific software. Master Franchisee agrees that it and its Franchisees will pay all costs associated
with purchase and use of such designated items and services from approved and/or designated vendors, including, as applicable all license
and subscription fees associated with required software. Franchisor or its Affiliates may receive payments from suppliers on account
of such suppliers’ dealings with Master Franchisee or its Affiliates or Franchisees and may use all amounts so received without
restriction and for any purpose it or its Affiliates deem appropriate.


 


Master
Franchisee and its Affiliates may not be a vendor or supplier to Restaurants without Franchisor’s prior written consent. If Franchisor
approves Master Franchisee or Master Franchisee’s Affiliate as an approved supplier of certain products in the Territory, Master
Franchisee or its Affiliate, as applicable, must comply with all the terms and conditions imposed by Franchisor, as well as execute the
production and supply agreement Franchisor provides Master Franchisee.


 






    	15
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


6.
INITIAL FEE AND CONTINUING FEES.


 



6.1
Obligation to Pay Fees. In consideration of Franchisor’s willingness to enter into this Agreement and to grant of
the Master Franchise Rights hereunder, Master Franchisee will pay Franchisor the fees described on Exhibit A. Each fee is fully
earned upon Franchisor’s execution of this Agreement and is not refundable under any circumstances.


 


6.2
Interest on Late Payments. All amounts
Master Franchisee owes Franchisor or its Affiliates under this Agreement or any related agreement will bear interest after the due date
at the rate of one and a half percent (1.5%) per month, unless such rate is higher than the highest legal rate permitted by applicable
law, in which case, the rate payable will be the highest legal rate permitted by law. Interest will be payable in the same currency as
the principal debt on which interest accrues. Payment of interest on overdue amounts will not constitute a cure of the payment default
or damages for the late payment. Master Franchisee’s failure to pay all such amounts when due will constitute grounds for termination
of this Agreement in accordance with Section 14 notwithstanding the provisions of this Section.


 


6.3
Withholding Taxes. The amounts to be received by to Franchisor under this Agreement are intended to be the actual amounts
that would have been received by Franchisor had Master Franchisee not been required to deduct any withholding or other taxes that Master
Franchisee is required to withhold and pay pursuant to the laws in the Territory. If Master Franchisee is required to pay any withholding
or similar taxes in respect of payments made to Franchisor under this Agreement, it will ensure that the amount actually received by
Franchisor is the same amount it would have received had Master Franchisee not been required to withhold and make such tax payments.


 


Master
Franchisee will pay to the appropriate governmental agency any withholding taxes and other taxes due on the amounts actually paid to
Franchisor. Master Franchisee shall provide Franchisor a copy of the withholding tax remittance notice which it proposes to file with
the appropriate governmental agency at least ten (10) business days prior to such filing and shall promptly deliver to Franchisor copies
of receipts from applicable governmental authorities for all such taxes withheld and paid. Master Franchisee is responsible for, and
will hold Franchisor and its Affiliates harmless against, any penalties, interest and expenses incurred by or assessed against Franchisor
or its Affiliates as a result of Master Franchisee’s failure either to withhold such taxes or to timely remit them to the appropriate
taxing authority.


 






    	16
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


Master
Franchisee will fully and promptly cooperate with Franchisor to provide such information and records as Franchisor may request in connection
with any application by Franchisor to any taxing authority with respect to tax credits, exemptions or refunds available for any withholding
or other taxes paid or payable by Master Franchisee. If Franchisor is required to refund to Master Franchisee any amounts paid under
this Agreement, it will not be required to refund that portion of those amounts which were withheld by Master Franchisee in order to
comply with any applicable tax law unless and until Franchisor receives a refund of such amounts from the applicable government or agency
thereof or utilizes a foreign tax credit which is directly attributable to such amounts on its United States federal income tax return
which is accepted by the United States Treasury or with respect to which the period within which such credit may be reduced or disallowed
has expired.


 


6.4
Currency of Payment. All payments Master Franchisee makes to Franchisor under this Agreement will be made in Dollars unless
Franchisor specifies otherwise. All payments that are initially calculated in the currency of the Territory and converted into Dollars
for payment to Franchisor will be converted at the “New York Closing Snapshot” rate published in The Wall Street Journal
or, in Franchisor’s discretion, the rate announced by other international lending institutions as Franchisor may designate
from time to time, in either case as of the business day immediately preceding the date such payment was due. If, however, a payment
is transmitted after the date the payment was due, the currency exchange rate used will be the rate as of the date due or the rate as
of the date the payment is transmitted, whichever rate produces the larger amount in Dollars. All payments made hereunder will be made
in full net of any bank charges, by telegraphic or electronic transfer to a bank of Franchisor’s choosing located in the United
States or elsewhere or, if Franchisor so elects, will be deposited in a bank of Franchisor’s choosing located in the Territory.


 


6.5
Exchange Controls. Master Franchisee will use its best efforts to obtain any consents or authorizations which may be necessary
in order to permit timely payments in Dollars of all amounts payable hereunder. If at any time, any legal restriction is imposed upon
the purchase of Dollars or the transfer to or credit of a non-resident party with payments in Dollars, Master Franchisee will notify
Franchisor immediately. While such restrictions are in effect, Franchisor may require payment in any other currency it designates that
is available to Master Franchisee or, at Franchisor’s option, it may require Master Franchisee to deposit all amounts due but unpaid
as a result of such a restriction in any type of account, in any bank or institution in the Territory Franchisor designates. Franchisor
will be entitled to all interest earned on such deposits. Franchisor may also elect to receive payment in the form of products or services
available to Master Franchisee or Master Franchisee’s Affiliates, the value of which will be based on the actual cost of such products
or services to Master Franchisee or Master Franchisee’s Affiliates.


 






    	17
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


6.6
Stamp Duties. If required in the Territory, Master Franchisee will within the time prescribed by applicable law, submit
an executed copy of this Agreement to each governmental agency within the Territory responsible for the assessment of any stamp duty
or comparable duties or taxes for the purposes of assessing or obtaining an opinion as to the stamp duty payable on or in respect of
this Agreement, and Master Franchisee agrees to pay all stamp duties and comparable duties and taxes (including any penalties for late
payment) assessed to be payable on or in respect of this Agreement.


 


7.
MARKETING.


 



7.1
General Marketing Funds. Franchisor has established and may, in its discretion, maintain a separate marketing fund that
is subject to the Master Franchise Rights into which operators of Restaurants contribute and which Franchisor uses, at its discretion,
to promote the Brand generally (each a “General Marketing Fund”). Master Franchisee will contribute to each General
Marketing Fund in the amounts shown on Exhibit A hereto.


 


7.2
Territory Marketing Fund. Master Franchisee shall establish, maintain and administer and shall require all Franchisees
(including Master Franchisee’s Affiliates who are Franchisees) to contribute to a general brand promotion fund for the Brand in
the Territory (each a “Territory Marketing Fund”), at a rate no less than the amounts indicated in the approved Form
Agreements. Master Franchisee will be the administrator of each Territory Marketing Fund, but Franchisor reserves the right, in its discretion,
to assume or delegate the administration to a third party. The administrator of each Territory Marketing Fund shall direct the creation
and implementation of advertising, marketing and promotional programs for the Territory; adapt the marketing materials Franchisor
provides to the Territory Marketing Fund for use in the Territory (if any); and furnish each Franchisee with reasonable quantities of
marketing, advertising and promotional materials without charge. Each Territory Marketing Fund may purchase advertising materials Franchisor
develops from its marketing and promotion fund in the United States. Master Franchisee agrees to make available to Franchisor within
90 days after the end of Franchisee’s fiscal year a report of the receipts and expenditures of and the advertising, promotion,
public relations, market research and other marketing programs and activities of each Territory Marketing Fund during the preceding fiscal
year. Franchisor reserves the right to require that all activities and significant expenditures of each Territory Marketing Fund be approved
by it, in advance.


 


Franchisor
will make available to Master Franchisee or, once established, to each Territory Marketing Fund, advertising and marketing materials
developed for use in the USA. Franchisor may, at its discretion, charge a reasonable fee for such materials, taking into consideration
the materials’ expected usefulness in the Territory, as Franchisor determines.


 


7.3
Master Franchisee’s Advertising Expenditures. In addition to its contributions to each General Marketing Fund and
each Territory Marketing Fund, Master Franchisee must spend monthly, the percentage of Gross Sales from the previous month specified
on Exhibit A in connection with promotional activities related to, and to solicit prospective franchisees for, the franchise opportunity
in the Territory for (the “Master Franchisee’s Marketing Obligation”). Franchisor has the right to designate
in the Operations Manuals the types of expenditures that will or will not count toward Master Franchisee’s Marketing Obligation.
At Franchisor’s request, Master Franchisee will submit to Franchisor documentation to verify its compliance with Master Franchisee’s
Marketing Obligation.


 






    	18
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


7.4
Local Website. Master Franchisee shall maintain a Local Website for each Restaurant within the Territory, according to
this Section 7.4. Each Local Website shall be available both in the local language of the Territory and, if different, in English.
Except for the Local Websites, neither Master Franchisee nor its Affiliates (either alone or in conjunction with others) shall, and shall
not permit any Franchisee (either alone or in conjunction with others) to, develop, maintain or authorize any other website, other online
presence or other electronic medium (such as mobile applications, kiosks and other interactive properties or technology-based programs)
that mentions or describes Master Franchisee, its Affiliates, any Franchisee, or any Restaurant in the Territory.


 


As
permitted in the Territory, Master Franchisee may use a Local Website to advertise and sell franchises in the Territory. However, Master
Franchisee may not actively solicit any prospective franchisees who are located outside the Territory, including by sending unsolicited
emails to or otherwise targeting such prospective franchisees.


 


Master
Franchisee shall obtain Franchisor’s prior written approval of any domain names relating to any Local Website and shall permit
Franchisor to register such domain name(s) in its own name. Before establishing any Local Website, Master Franchisee shall submit to
Franchisor for its prior written approval a sample of the proposed website format, visible content (such as proposed screen shots) and
non-visible content (such as meta tags) in the form and manner that Franchisor requires. Master Franchisee may not launch, maintain or
authorize any Local Website or any content on the Local Website that Franchisor has not approved. Master Franchisee shall make no material
modifications to an approved Local Website without Franchisor’s prior written consent and shall comply with any System Standards
that Franchisor periodically promulgates with respect to Local Websites, including rules relating to hyperlinks to the Website and other
websites. Master Franchisee shall obtain all necessary rights and licenses to use all artwork, photographs, text and other intellectual
property used on or in conjunction with each Local Website.


 


For
each Local Website and each domain name established by Master Franchisee in connection with Restaurants or the business conducted by
Master Franchisee or any Franchisee pursuant to this Agreement or a Franchise Agreement, respectively, Master Franchisee shall provide
Franchisor with such information it requests and as necessary to provide it with administrative privileges, including the host provider
name, the administrator’s login URL, the administrator’s login username, and the administrator’s login password. Master
Franchisee shall not change this information without prior notice to Franchisor and without providing it with the changed information.


 






    	19
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


Master
Franchisee shall not use any Local Website to accept or fulfill orders for any goods or services or otherwise engage in electronic commerce
or any other method of distribution without Franchisor’s prior written approval. Each Local Website shall contain a privacy policy
that complies with Legal Requirements and the System Standards, and Master Franchisee shall comply with that privacy policy and other
Legal Requirements pertaining to personal information that visitors to the Local Website provide.


 


Franchisor
may at any time revoke its approval of any Local Website, or any content of any Local Website, and require that Master Franchisee discontinue
use of such Local Website or content upon reasonable notice.


 


7.5
System Website. Franchisor may, directly or through its designees, maintain one or more System Websites. If Franchisor
maintains a System Website that promotes Restaurants outside the United States, and Master Franchisee is in compliance with this Agreement,
then Franchisor may include on the System Website a link to Master Franchisee’s Local Website or other information to promote the
Restaurants and Franchise opportunity in the Territory (the “Local Restaurant Content”). Master Franchisee must give
Franchisor the information and materials it requests from time to time to develop, update and modify the Local Restaurant Content. By
providing this information and materials to Franchisor, Master Franchisee will be representing that the materials are accurate and not
misleading and do not infringe upon any third party’s rights. However, Franchisor and its Affiliates will own all intellectual
property and other rights in the System Website, any Local Restaurant Content, and all information they contain (including the domain
name or URL for all websites, the log of “hits” by visitors, and any personal or business data that visitors supply).


 


Franchisor
may periodically update and modify the System Website (including any Local Restaurant Content). Master Franchisee must notify Franchisor
whenever any Local Restaurant Content changes or becomes inaccurate. Franchisor will update or add Local Restaurant Content at reasonable
intervals. Master Franchisee acknowledges that Franchisor has final approval rights over all information on the System Website (including
Local Restaurant Content). Franchisor may implement and periodically modify System Standards relating to the System Website.


 


Franchisor
may remove any or all Local Restaurant Content on the System Website if Master Franchisee is not in full compliance with this Agreement
or if Franchisor determines that Master Franchisee is not in compliance with its Franchise Agreements. Franchisor may permanently remove
Local Restaurant Content from the System Website upon this Agreement’s expiration or termination. Franchisor also may, at its option,
discontinue any or all System Website at any time.


 


Nothing
in this Section shall limit Franchisor’s and its Affiliates’ right to maintain websites other than the System Website
or to offer and sell merchandise or services bearing the Marks from the System Website, another website or otherwise over the Internet
without payment or obligation of any kind to Master Franchisee.


 






    	20
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


7.6
Social Media. Master Franchisee agrees to keep Franchisor apprised of all social media accounts established by Master Franchisee
or any Franchisee which reference or pertain to Restaurants. For each such account, Master Franchisee shall ensure that Franchisor is
provided with “administrator” rights and privileges sufficient to be able to disable or remove the account on expiration
or termination of this Agreement, expiration or termination of the account holder’s Franchise Agreement, if the account or the
material posted on it violates applicable Legal Requirements or the Operation Manual, or if Franchisor determines, in its discretion,
that the account is detrimental to any Restaurant, the Marks, or the goodwill associated with the Marks. Further, Master Franchisee shall
monitor and have the power and authority necessary to exert control over any Franchisee’s social media account sufficient to delete
the account or to remove any material that appears on it.


 


8.
CONFIDENTIAL INFORMATION; INNOVATIONS; TRANSLATIONS.


 


8.1
Confidential Information. Franchisor and its Affiliates possess (and may continue to develop and acquire) certain confidential
and proprietary information (“Confidential Information”) relating to the development, operation and franchising of
Restaurants, including: the terms of this Agreement; franchisee selection criteria; plans and specifications for the development of Restaurants;
equipment; training materials, programs and systems; methods, techniques, formats, specifications, standards, procedures, sales and marketing
techniques, computer software programs (and data generated from or processed on such programs), statistical data, and knowledge of and
experience relating to the development and operation of Restaurants; marketing and advertising programs; knowledge of specifications
for and suppliers of certain products, materials, supplies, equipment, fixtures, furnishings and services; the Operations Manual; and
knowledge of operating results and financial performance of Restaurants. Franchisor will, in its discretion, disclose certain parts of
the Confidential Information to Master Franchisee and to certain of Master Franchisee’s employees in training programs, the Operations
Manual and in guidance Franchisor furnishes under this Agreement.


 


Neither
Master Franchisee, its Affiliates, nor any of its or their Affiliates’ employees will acquire any interest in the Confidential
Information other than the right to utilize it in performing Master Franchisee’s obligations under this Agreement and as disclosed
to certain of Master Franchisee’s employees or Master Franchisee’s Affiliates who are Franchisees during the Term, and the
use or duplication of any Confidential Information in any other business or other operation or capacity would constitute an unfair method
of competition. Master Franchisee acknowledges and agrees that the Confidential Information is Franchisor’s proprietary property,
includes Franchisor’s trade secrets, is not generally known or easily accessible, and is important to Franchisor and its Affiliates
and Franchisor’s other master franchisees, area developers and franchisees. Consequently, Franchisor will disclose the Confidential
Information or portions of it to Master Franchisee solely on the condition that Master Franchisee and Master Franchisee’s Owners
agree, and Master Franchisee and Master Franchisee’s Owners do hereby agree, that Master Franchisee and the Restricted Persons,
both during and after the Agreement Term, will not use the Confidential Information in any other business or other operation or capacity;
will maintain the absolute confidentiality of the Confidential Information; will not make unauthorized copies of any portion of the Confidential
Information; will adopt and implement all reasonable procedures that Franchisor prescribes from time to time to prevent unauthorized
use or disclosure of the Confidential Information, including restrictions on disclosure thereof to Franchisees, Restaurant personnel
and others; and will impose all of the aforementioned restrictions and obligations on all Franchisees. Notwithstanding anything to the
contrary contained in this Agreement, the restrictions on Master Franchisee’s disclosure and use of the Confidential Information
will not apply to information that is or becomes generally known in other than through disclosure (whether deliberate or inadvertent)
by Master Franchisee or a Franchisee, or to the disclosure of the Confidential Information in judicial or administrative proceedings
to the extent that Master Franchisee is legally compelled to disclose such information, provided Master Franchisee has used its best
efforts to obtain, and afforded Franchisor the opportunity to obtain, an appropriate protective order or other assurance satisfactory
to Franchisor of confidential treatment for the information required to be disclosed.


 






    	21
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


8.2
Protection of Personally Identifiable Information. Master Franchisee shall implement and ensure that Master Franchisee
and all Franchisees comply with all administrative, physical and technical safeguards necessary to protect any Personally Identifiable
Information in accordance with the System Standards, all applicable Legal Requirements, and industry best practices in the Territory.
It is entirely Master Franchisee’s responsibility (even if Franchisor provides any assistance or guidance in that regard) to confirm
that the safeguards it uses to protect Personally Identifiable Information comply with all Legal Requirements and industry best practices
in the Territory related to the collection, access use, storage, disposal and disclosure of Personally Identifiable Information. If Master
Franchisee becomes aware of a suspected or actual breach of security or unauthorized access involving Personally Identifiable Information,
Master Franchisee will notify Franchisor immediately and specify the extent to which Personally Identifiable Information was compromised
or disclosed.


 


8.3
Innovations. Master Franchisee agrees to promptly disclose to Franchisor all Innovations. All Innovations are deemed to
be Franchisor’s property, part of the System and works-made-for-hire for Franchisor. To the extent any Innovation does not qualify
as a work-made-for-hire for Franchisor, by this paragraph Master Franchisee assigns ownership of that Innovation, and all intellectual
property and other rights to the Innovation, to Franchisor and agrees to sign and deliver any instruments and documents, provide such
assistance and perform such other acts that Franchisor periodically requires to evidence and permit it to obtain sole and exclusive ownership
of all intellectual property and other rights to the Innovation. Franchisor shall have no obligation to compensate any party for such
Innovation. Master Franchisee will not use, nor permit any Affiliate or Franchisee or any other party to use, any Innovation, whether
in connection with Master Franchisee’s business under this Agreement, any Restaurant or otherwise, without obtaining Franchisor’s
prior written approval.


 


8.4
Translations. All forms of Franchise Agreements, franchise disclosure documents (if applicable), the Operations Manual,
and other documents that Franchisor delivers to Master Franchisee, or that Master Franchisee delivers to Franchisor, under this Agreement
(as applicable) shall be in the English language. If required by Franchisor or any Legal Requirement, or deemed necessary by Master Franchisee,
Master Franchisee shall, at its own expense, translate such document(s) and any other documents necessary to identify or support Master
Franchisee’s and its Franchisee’s businesses into the language(s) used in the Territory (including, for example, signage,
website content, training materials, and software). Translations of the Operations Manual (or such portions designated by Franchisor
from time to time) must be performed by a qualified, reputable third-party translation service whose identity is made known to Franchisor.
Before using it, Master Franchisee shall submit to Franchisor for its approval the translated version of any such document that is translated
or otherwise subject to Franchisor’s approval under this Agreement. Master Franchisee shall make any changes to the translated
documents that Franchisor reasonably specifies. Master Franchisee agrees that all translations of the documents described in this Section
will be Franchisor’s property.


 





    	22
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


9.
EXCLUSIVE RELATIONSHIP.


 


Master
Franchisee acknowledges and agrees that Franchisor would be unable to protect the Confidential Information against unauthorized use or
disclosure and would be unable to encourage a free exchange of ideas and information among owners of Restaurants if its master franchisees,
Franchisees and their Owners and management personnel were permitted to hold Ownership Interests in or perform services for Competitive
Businesses. Master Franchisee further acknowledges and agrees that restrictions on the right of Master Franchisee and the Restricted
Persons to hold Ownership Interests in or perform services for Competitive Business are legitimate and reasonable means of protecting
the Confidential Information and Franchisor’s and its Affiliates’ interests in the Marks and its contractual relationships,
and that such restrictions will not unduly or unreasonably hinder Master Franchisee’s or their activities, whether under this Agreement
or otherwise, or cause undue hardship. Franchisor has entered into this Agreement with Master Franchisee on the express condition that
with respect to Competitive Businesses, Master Franchisee and the Restricted Persons will deal exclusively with Franchisor. Master Franchisee
therefore agrees that during the Agreement Term, Master Franchisee and the Restricted Persons will not: (a) have any direct or indirect
(through a Restricted Person or otherwise) Ownership Interest in any Competitive Business in the Territory or elsewhere; (b) perform
services as a director, officer, manager, employee, consultant, representative, agent, landlord, or otherwise for any Competitive Business;
(c) interfere with or otherwise attempt to influence any vendor, consultant or agent with whom Franchisor conducts business or any relationships
Franchisor has with such Persons; (d) divert or attempt to divert prospective Franchisees or customers of Restaurants to a Competitive
Business, or (e) directly or indirectly employ or seek to employ any Person who is employed by Franchisor, its Affiliates or by any of
its other master franchisees, area developers or franchisees, nor induce any such Person to leave said employment without the prior written
consent of such Person’s employer.


 





    	23
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


10.
INDEPENDENT CONTRACTORS/INDEMNIFICATION.


 


10.1
Independent Contractors. This Agreement does not create a fiduciary relationship between the parties. Franchisor and Master
Franchisee are and will be independent contractors, and nothing in this Agreement is intended to make either party a general or special
agent, joint venturer, partner, or employee of the other for any purpose. Master Franchisee must conspicuously identify itself in all
dealings with others as Franchisor’s master franchisee and conspicuously and prominently place such other notices of independent
ownership on such forms, cards, stationery, and other materials as Franchisor may require from time to time.


 


10.2
No Liability for Acts of Other Party. Master Franchisee will not use any of the Marks in signing any contract, application
for any license or permit, or in a manner that may result in liability to Franchisor or its Affiliates’ for any of Master Franchisee’s
indebtedness or obligation, nor will Master Franchisee use the Marks in any way not expressly authorized herein. Except as expressly
authorized in writing, neither Master Franchisee nor Franchisor will make any express or implied agreements, warranties, guarantees or
representations, or incur any debt in the name of or on behalf of the other, or represent that their relationship is other than franchisor
and master franchisee, and neither Master Franchisee nor Franchisor will be obligated by or have any liability under any agreements or
representations made by the other that are not expressly authorized in writing, nor will Franchisor be obligated for any damages to any
Person or property directly or indirectly arising out of the development or operation of Restaurants or the conduct of business by Master
Franchisee, Master Franchisee’s Affiliates or Franchisees, including with respect to any sales, value added, use, service, stamp
duty, occupation, excise, gross receipts, income, property, payroll or other taxes, whether levied upon this Agreement, Master Franchisee,
Master Franchisee’s Affiliates, Master Franchisee’s Franchisees, or any Restaurant, or upon Franchisor, in connection with
the operations Master Franchisee conducts (except any taxes that Franchisor is required by law to collect from Master Franchisee with
respect to purchases from Franchisor or taxes payable by Franchisor on its income). Payment of all such taxes will be Master Franchisee’s
responsibility.


 


10.3
Indemnification. Master Franchisee agrees to indemnify, defend and hold Franchisor, its Affiliates, and its and their respective
owners, directors, officers, employees, agents, and its and their respective successors and assignees (collectively, the “Indemnified
Parties”), harmless against and to reimburse each Indemnified Party for all claims, causes of action, costs, expenses, loss,
liability, damages or obligations arising from or relating to Master Franchisee’s activities under this Agreement, including obligations
under this Section, any and all taxes described in Section 10.2 for which Master Franchisee is responsible, the direction and administration
of the Territory Marketing Fund, the development or operation of any Restaurant pursuant to a Franchise Agreement or otherwise, or the
transfer of any interest in this Agreement or a Franchise Agreement, or an Ownership Interest in Master Franchisee, to the extent (as
to any particular Indemnified Party) that such claims, causes of action, costs, expenses, loss, liability, damages or obligations do
not arise from the negligence or wrongful conduct of such Indemnified Party. For purposes of this indemnification, “claims”
will mean and include all obligations, actual and consequential damages, and costs incurred in the defense of any claim against an Indemnified
Party, including without limitation reasonable accountants’, attorneys’, attorney assistants’, arbitrators’ and
expert witness fees, costs of investigation and proof of facts, court costs, other litigation expenses, and travel and living expenses.
Franchisor will have the right to defend any such claim against it in such manner as it deems appropriate. This indemnity will continue
in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.


 






    	24
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


11.
MARKS.


 


11.1
Goodwill and Ownership of Marks. All use of the Marks by Master Franchisee and Franchisees and any goodwill created by
such use will inure exclusively to Franchisor’s and its Affiliates’ benefit. This Agreement does not confer any goodwill
or other interests in the Marks upon Master Franchisee, other than the right to act as described in this Agreement. All provisions of
this Agreement applicable to the Marks will apply to any other trademarks and commercial symbols Franchisor hereafter authorizes and
licenses Master Franchisee to use. Master Franchisee acknowledges that Franchisor and its Affiliates have a prior and superior claim
to the Marks and the brand identified by the Marks. Master Franchisee and the Restricted Persons will not, either during or after the
Agreement Term, use, register, attempt to register, facilitate, or cooperate or assist in the registration of the Marks as a trademark
or as part of any corporate or trade name or with any prefix, suffix, or other modifying words, terms, designs, or symbols, or in any
modified form. Master Franchisee agrees that neither Master Franchisee, its Affiliates nor its or their Owners will use or attempt to
register any other trademarks, service marks or other commercial symbol for use in connection with the development, operation or franchising
of Restaurants. Master Franchisee agrees that it will not directly or indirectly, either alone or in conjunction with others, challenge
or take any action to cause a challenge to the validity or ownership of the Marks or to obstruct Franchisor and its Affiliates’
efforts with respect to the registration thereof or the enforcement of their respective rights in and to the Marks.


 


11.2
Limitations on Master Franchisee’s Use of the Marks. Master Franchisee acknowledges and agrees that its right to
use the Marks is derived solely from this Agreement and that its rights under this Agreement are limited to exercising the Master Franchise
Rights as described in and in accordance with this Agreement. Any unauthorized use of the Marks will constitute a breach of this Agreement
and an infringement of Franchisor’s and its Affiliates’ rights in and to the Marks. Master Franchisee agrees that neither
it nor its Affiliates will use any Mark in connection with the performance or sale of any unauthorized services or products or in any
other manner not expressly authorized in writing by Franchisor. Master Franchisee shall not, either during or after the Agreement Term,
use any of the Marks, except as allowed by Franchisor in writing, as part of any domain name or electronic address it maintains on the
internet, the world wide web, or any other similar proprietary or common carrier electronic delivery system. All Marks will be displayed
in the manner Franchisor prescribes.


 


11.3
Notification of Infringement and Claims. Master Franchisee will immediately notify Franchisor as soon as Master Franchisee
becomes aware of any apparent infringement of or challenge (actual or threatened) to Master Franchisee’s or a Franchisee’s
use of any Mark, or claim by any Person of any rights in any Mark or a confusingly or deceptively similar trademark or service mark.
Master Franchisee will not communicate with any Person other than its counsel, Franchisor and Franchisor’s counsel with respect
to any such infringement, challenge or claim. Franchisor may take such action as it deems appropriate in connection with any such infringement,
challenge or claim, and the right to control any settlement, litigation, arbitration or administrative proceeding arising therefrom.
Master Franchisee agrees to execute any and all instruments and documents, render such assistance, and take such action as may, in the
opinion of Franchisor’s counsel, be reasonably necessary or advisable to protect and maintain Franchisor’s and its Affiliates’
interests in the Marks. Franchisor will reimburse Master Franchisee for the reasonable expenses Master Franchisee incurs and pays in
complying with the requirements imposed by this Section, so long as Master Franchisee has used the Marks in accordance with this Agreement;
provided, however, that if any action Franchisor takes results in any monetary recovery for Master Franchisee (by way of counterclaim
or otherwise) which exceeds Master Franchisee’s costs, then Master Franchisee must pay its own costs and share pro rata in Franchisor’s
costs therefor up to the amount of Master Franchisee’s share of such recovery.


 






    	25
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


11.4
Discontinuance of Use of Marks. If, in its sole judgment, Franchisor determines it to be in the best interests of the System
or Restaurants for Master Franchisee or any Franchisee to modify or discontinue use of any Mark or to use one or more additional or substitute
trademarks or service marks, Master Franchisee agrees to immediately comply with and require its Franchisees to immediately comply with
Franchisor’s directions to modify or otherwise discontinue the use of such Mark, or use one or more additional or substitute trademarks,
logos or commercial symbols. Franchisor will have no obligation to reimburse Master Franchisee or any Franchisees for any expenditures
made by them to modify or discontinue the use of a Mark or to adopt substitutes for discontinued Marks, including, without limitation,
any expenditures relating to advertising or promotional materials, and no obligation to reimburse Master Franchisee or Franchisees for
any loss of goodwill of their businesses related to a discontinued Mark.


 


11.5
Registered User Agreements. Master Franchisee will, at Franchisor’s request and expense, do all acts and execute
all documents necessary or desirable in Franchisor’s opinion for establishing Master Franchisee as a user of the Marks hereunder
and, where required, for the registration of Master Franchisee’s permitted use with governmental agencies. If more than 14 days
have passed following such request without compliance, Master Franchisee will not be entitled to exercise any of the rights granted by
this Agreement until Master Franchisee has executed and delivered such documents to Franchisor. Any registered user agreement will be
in form and substance acceptable to Franchisor. If Franchisor determines that it is necessary for Franchisees to also execute registered
user agreements, Master Franchisee shall take such action as is necessary to secure such agreements and file them where required.


 


11.6
Disclaimer of Warranties. Certain of the Marks may have been registered in the Territory and applications to register certain
of the Marks may have been filed and may be pending in the Territory as of the Effective Date, in each case, only as indicated on Exhibit
A attached hereto. Franchisor and its Affiliates might, but will not be obligated to, hereafter file additional applications to register
certain of the other Marks in the Territory. Franchisor neither makes any assurances that, if procured, a registration of any of the
Marks will remain in effect or that registrations will eventually issue with respect to any applications, whether now pending or filed
while this Agreement is in effect. Franchisor disclaims all warranties of any kind regarding the Marks, including any express or implied
warranty that the Marks may be used in any particular jurisdiction or that the Marks do not or will not infringe the rights of any third
party in any jurisdiction.


 






    	26
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


12.
COPYRIGHTS.


 


Franchisor
may authorize Master Franchisee to use certain Copyrighted Materials. The Copyrighted Materials are Franchisor and its Affiliate’s
valuable property, and the rights herein are granted to Master Franchisee solely on the condition that Master Franchisee will comply
with the terms of this Agreement. Franchisor may further create, acquire or obtain licenses for certain copyrights in various works of
authorship used in connection with the operation of Restaurants, including, but not limited to, all categories of works eligible for
protection under the copyright laws of the United States and the Territory, all of which shall be deemed to be Copyrighted Materials
under this Agreement. Franchisor intends that all works of authorship related to the System and created in the future will be owned by
it or its Affiliates. Master Franchisee’s right to use the Copyrighted Materials is derived solely from this Agreement and is limited
solely to Master Franchisee’s exercise of the rights granted in this Agreement in strict compliance with this Agreement and with
all applicable standards, specifications, and operating procedures prescribed by Franchisor from time to time. Master Franchisee shall
ensure that all Copyrighted Materials used hereunder bear an appropriate copyright notice under the Universal Copyright Convention or
other copyright laws Franchisor may prescribe specifying that Franchisor or its Affiliate (as applicable) is the owner of the copyright.
Master Franchisee acknowledges that this Agreement does not confer any interest in the Copyrighted Materials upon Master Franchisee,
other than the right to use them as permitted under this Agreement.


 


Any
adaptation, translation or work derived from the Copyrighted Materials, and any materials prepared by Master Franchisee (such as menus,
advertisements, posters or promotional materials), shall be Franchisor’s property, and Master Franchisee hereby assign to Franchisor
all its right, title and interest therein. Master Franchisee shall execute any documents, in recordable form, which Franchisor determines
are necessary to reflect such ownership. Master Franchisee shall submit all such adaptations, translations, derivative works and additional
Copyrighted Materials to Franchisor for approval prior to use.


 






    	27
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


13.
TRANSFER.


 



13.1
By Franchisor. This Agreement is fully transferable by Franchisor, and Franchisor may assign or delegate any or all of
its rights and obligations under this Agreement to an Affiliate or an unaffiliated third party.


 


13.2
By Master Franchisee. The rights and duties created by this Agreement are personal to Master Franchisee and its Owners,
and a material cause for Franchisor’s willingness to enter into this Agreement is its reliance on the individual and collective
character, skill, aptitude, business ability, and financial capacity of Master Franchisee and Master Franchisee’s Owners. Therefore,
without Franchisor’s prior written consent, none of Master Franchisee’s obligations under this Agreement, no Ownership Interests
in Master Franchisee or in Master Franchisee’s Owners, and no interest in this Agreement may be transferred, sold, assigned, delegated
or encumbered (a “Transfer”), including by way of an initial public offering, a private offering, or a transfer to
or merger with an existing public company, without Franchisor’s prior written consent, which Franchisor may withhold or condition
in its sole and unfettered discretion.


 


13.3
Ownership Structure. Master Franchisee represents and warrants that its current Owners are as set forth on Exhibit A
and covenants that it will not permit the identity of such Owners, or their respective interests in Master Franchisee, to change
without complying with this Agreement.


 


13.4
Right of First Refusal. If Master Franchisee requests Franchisor’s approval of a proposed Transfer under Section
12.2 above, Master Franchisee or its Owners, as applicable, must obtain from a responsible and fully disclosed buyer, and send Franchisor,
a true and complete copy of a bona fide, executed written offer (which may include a letter of intent) relating exclusively to an interest
in Master Franchisee or in this Agreement and Master Franchisee’s Business. The offer must include details of the payment terms
of the proposed sale and the sources and terms of any financing for the proposed purchase price. To be a valid, bona fide offer, the
proposed purchase price must be in a currency amount, and the proposed buyer must submit with its offer an earnest money deposit equal
to five (5) percent (5%) or more of the offering price. Franchisor may require Master Franchisee (or its Owners) to send it copies of
any materials or information sent to the proposed buyer or transferee regarding the possible transaction. Franchisor may, by written
notice delivered to Master Franchisee or the selling Owner(s) within 30 days after Franchisor receives both an exact copy of the offer
and all other information it requests, elect to purchase the interest offered for the price and on the terms and conditions contained
in the offer, provided that:


 


(a)
  Franchisor may substitute cash for any form of payment proposed in the offer (such as ownership interests in a privately-held
entity);


 


(b)
Franchisor’s credit will be deemed equal to the credit of any proposed buyer (meaning that, if the proposed consideration includes
promissory notes, Franchisor or its designee may provide promissory notes with the same terms as those offered by the proposed buyer);


 






    	28
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


(c)
 Franchisor will have an additional 60 days to prepare for closing after notifying Master Franchisee or the selling Owner(s) of
its election to purchase; and


 


(d)
Franchisor must receive, and Master Franchisee and its Owners agree to make, all customary representations and warranties given by the
seller of the assets of a business or the ownership interests in a legal entity, as applicable, including representations and warranties
regarding ownership and condition of and title to ownership interests or assets, liens and encumbrances relating to ownership interests
or assets, and validity of contracts and the liabilities, contingent or otherwise, of the entity whose assets or ownership interests
are being purchased.


 


If
Franchisor exercises its right of first refusal in connection with a proposed purchase of this Agreement or the business conducted hereunder,
Master Franchisee and Franchisor will terminate this Agreement as a condition of the closing. Franchisor has the unrestricted right to
assign this right of first refusal to a third party who then will have the rights described in this Section 12.4. Nothing in this Section
12.4 shall impose on Franchisor any obligation, expressed or implied, to approve the proposed Transfer if it does not exercise its right
of first refusal under this Section.


 


14.
TERMINATION OF AGREEMENT.


 




14.1
By Master Franchisee. If Master Franchisee is itself in substantial compliance with this Agreement, and if Franchisor materially
breaches this Agreement, Master Franchisee may terminate this Agreement effective 60 days after delivery of written notice of termination
if Master Franchisee first gives Franchisor written notice of such breach and Franchisor does not cure such breach within 60 days after
delivery of notice of such breach; provided, however, that if Franchisor cannot reasonably correct the breach within the 60-day period
but provides Master Franchisee, within the 60-day period, with reasonable evidence of its efforts to correct the breach within a reasonable
time period, then the cure period shall run through the end of such reasonable time period.


 


14.2
By Franchisor. Franchisor may, at its option, terminate the Agreement Term or the Development Term, effective upon the
delivery of written notice of termination to Master Franchisee or, if applicable, upon Master Franchisee’s failure to cure a breach
of this Agreement before the expiration of any period of time within which such breach may be cured in accordance with the provisions
set forth below, if:


 


(a)
Master Franchisee or an Owner makes a Transfer in violation of Section 12.2;


 


(b)
Master Franchisee or an Owner of a Controlling Interest in Master Franchisee is convicted by a trial court of, or pleads guilty to, a
crime or offense that may adversely affect the goodwill associated with the Marks or the reputation of Restaurants, or engages in conduct
that Franchisor, in its reasonable judgment, believes may adversely affect its reputation or the goodwill associated with the Marks;


 






    	29
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


(c)
Master Franchisee or an Owner applies for trademark or service mark registration of any of the Marks anywhere in the world, or makes
any unauthorized use of the Marks or an unauthorized use or disclosure of Confidential Information;


 


(d)
Master Franchisee becomes insolvent in the sense that Master Franchisee is unable to pay its bills as they become due or its liabilities
exceed its assets; Master Franchisee makes an assignment for the benefit of creditors or a written admission of its inability to pay
its obligations as they become due, files a voluntary petition in bankruptcy, files any pleading seeking any reorganization, liquidation
or dissolution under any law, admits or fails to contest the material allegations of any such pleading filed against it, or is adjudicated
a bankrupt or insolvent; a receiver, trustee, liquidator or other Person acting in a comparable capacity is appointed for a substantial
part of its assets; or the claims of creditors of Master Franchisee or its Owners are abated or subject to a moratorium under any law;


 


(e)
Master Franchisee or any Restricted Person violates the restrictions set forth in Section 8 (Confidential Information) or Section
9 (Exclusive Relationship);


 


(f)
Master Franchisee fails to pay any amount when due hereunder to Franchisor and does not correct such failure within 10 days after written
notice thereof;


 


(g)
any Franchise Agreement is terminated due to Master Franchisee’s fault;


 


(h)
Master Franchisee fails to strictly comply with the Development Schedule identified on Exhibit A;


 


(i)
Any other agreement between Franchisor or its Affiliates and Master Franchisee or its Affiliates is wrongfully terminated by Master Franchisee
or its Affiliate or is terminated by Franchisor or its Affiliate as a result of the failure of Master Franchisee or its Affiliate to
comply with such agreement; or


 


(j)
Master Franchisee fails to comply with any other provision of this Agreement and does not correct such failure within 30 days after Franchisor’s
written notice.


 


15.
RIGHTS AND OBLIGATIONS UPON TERMINATION OR EXPIRATION.


 


15.1
Development Term. On expiration or termination of the Development Term, Master Franchisee will immediately be prohibited
from signing any Franchise Agreements that have not yet then been fully executed and from taking any further actions to identify or solicit
prospective Franchisees.


 


15.2
Marks. After the termination or expiration of the Agreement Term, Master Franchisee and its Owners: (i) will not directly
or indirectly identify Master Franchisee as a current or former master franchisee of, or as otherwise associated with, Franchisor or
the Marks; (ii) will not use any Mark, or any trade name, trademark or commercial symbol that is deceptively similar to any Mark,
in any manner or for any purpose; (iii) will not use any trade name, trademark or commercial symbol that suggests or indicates a
connection or association with Franchisor or the Marks; (iv) will remove all signs containing any Mark and return to Franchisor
or destroy all forms and materials containing any Mark; and (v) will immediately take such action as may be required to cancel or, at
Franchisor’s option, to transfer to Franchisor or its designee, all registered user agreements, fictitious or assumed name or equivalent
registrations relating to use of any Mark.


 






    	30
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


15.3
Covenant Not to Compete. For a period of two (2) years commencing on the effective date of the termination, expiration
or Transfer of this Agreement, Master Franchisee and the Restricted Persons will comply in the Territory with the restrictions regarding
Competitive Businesses that are set forth in Section 9 above.


 


15.4
Local Website. Immediately on expiration or termination of this Agreement, Master
Franchisee will, at Franchisor’s option and at its direction, either assign Franchisor all rights and privileges with respect to
any Local Website or take down all such Local Websites.


 


15.5
Disposition of Franchise Agreements.


 


(a)
On Expiration of Development Term. If the Development Term expires, the Agreement Term will continue until it is terminated
or expires. For the remainder of the Agreement Term, Master Franchisee will be entitled to continue to collect from Master Franchisee’s
existing Franchisees royalties and other payments due under the Franchise Agreements, provided that Master Franchisee continues to perform
its obligations under such Franchise Agreements and all obligations under this Agreement except with respect to activities related to
further sales of Franchises.


 


(b)
On Termination of the Development Term. If the Development Term is terminated, the Agreement Term will continue until it
is terminated or expires. However, Master Franchisee agrees to assign to Franchisor or its designee, at Franchisor’s option, all
of its rights and obligations under those Franchise Agreements that Franchisor designates at any time and from time to time after termination
of the Development Term. Franchisor may exercise its right to require an assignment of any Franchise Agreement at any time after termination
of the Development Term. Such assignment of each Franchise Agreement Franchisor designates shall take effect automatically and immediately
upon Franchisor’s transmittal of a written notice to the affected Franchisees stating that the applicable Franchise Agreement is
thereby assigned from Master Franchisee to Franchisor or its designee. For the remainder of the Agreement Term, Master Franchisee shall
be entitled to continue to collect, from Franchisees whose Franchise Agreements are not assigned to Franchisor, royalties and other payments
due under such Franchise Agreements, provided that Master Franchisee continues to perform its obligations under such Franchise Agreements
and all obligations under this Agreement, except with respect to activities related to further sales of Franchises. The Franchise Agreements
assigned will be transferred free and clear of any liens, charges or encumbrances.


 






    	31
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


(c)
  Termination of the Agreement. If this Agreement is terminated, all of Master Franchisee’s rights and obligations
under the Franchise Agreements shall be assigned to Franchisor or its designee. Such assignment of each such agreement shall take effect
automatically and immediately upon transmittal by Franchisor of a written notice to the affected Franchisees stating that the applicable
Franchise Agreements are thereby assigned from Master Franchisee to Franchisor or its designee. Thereafter, Master Franchisee shall have
no rights or obligations under the Franchise Agreements, except those obligations which expressly or by their nature survive the transfer,
such as Master Franchisee’s obligation to indemnify the Franchisee, as applicable, for claims arising from acts or omissions that
occur prior to the assignment date.


 


(d)
Expiration of the Agreement Term. Regardless of whether the Development Term expires or is terminated, the Agreement Term
will expire on the date on which all Franchise Agreements executed pursuant to this Agreement have expired or have been terminated.


 


15.6
Confidential Information and Copyrighted Materials. Master Franchisee agrees that on termination or expiration of the Agreement
Term: (1) Master Franchisee will immediately cease to use any Confidential Information disclosed to or otherwise learned or acquired
by Master Franchisee in any business or otherwise; and (2) Master Franchisee will return to Franchisor all copies of each Operations
Manual and any other Copyrighted Materials or other confidential materials which have been loaned or made available to Master Franchisee
by Franchisor pursuant to this Agreement.


 


15.7
Payment of Amounts Owed. Immediately upon termination or expiration of the Agreement Term, Master Franchisee shall pay
to Franchisor and its Affiliates, all fees due under this Agreement, interest due on any late payment, and all other amounts Master Franchisee
owes to Franchisor or its Affiliates.


 


15.8
Records and Bank Accounts. On expiration or termination of the Development Term, Master Franchisee shall provide to Franchisor
all agreements, records, files and any other materials or information Franchisor reasonably requests pertaining to the Franchise Agreements
which are assigned to Franchisor or its designee. On termination or expiration of the Agreement Term, Master Franchisee shall provide
to Franchisor (1) all agreements, records, files and any other materials or information Franchisor reasonably requests pertaining to
any Franchise Agreements then in effect, (2) all agreements, records, files and any other materials or information Franchisor reasonably
requests pertaining to the Territory Marketing Fund, and (3) all monies then held in the Territory Marketing Fund. Additionally,
if Master Franchisee has established a bank or other account for the electronic deposit of fees that Franchisees owe to Master Franchisee,
then upon termination of this Agreement, and at Franchisor’s option, Master Franchisee shall assign such account to Franchisor
to allow Franchisor to continue using the existing payment mechanism.


 






    	32
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


15.9
Continuing Obligations. All obligations which expressly or by their nature are intended to survive the expiration or termination
of this Agreement will continue in full force and effect subsequent to and notwithstanding its expiration or termination and until they
are satisfied in full or by their nature expire.


 


16.
ENFORCEMENT.


 



16.1
Dispute Resolution. All controversies, disputes or claims arising between Franchisor, its Affiliates, and its and their
respective officers, directors, shareholders, partners, agents, employees and attorneys (in their representative capacity) and Master
Franchisee, Master Franchisee’s Affiliates and Master Franchisee’s and their respective Owners arising out of or related
to the relationship of the parties, this Agreement or any provision of this Agreement, a Franchise Agreement or any related agreement,
the validity of this Agreement or any provision of this Agreement or any System Standards relating to the establishment or operation
of Restaurants (collectively, “Claims”) will be submitted to and decided by arbitration pursuant to Section 16.9 below.
The provisions of this Section are intended to benefit and bind certain third party non-signatories and will continue in full force and
effect subsequent to and notwithstanding the expiration of the Term or the termination of this Agreement.


 


Master
Franchisee, its Affiliates and its and their Owners agree not to bring any Claims asserting that any of the Marks are generic or otherwise
invalid. Master Franchisee, its Owners, and its Affiliates and their Owners agree that Master Franchisee’s and their sole recourse
for Claims arising between the parties will be against Franchisor or its successors and assigns, and further agree that Franchisor’s
and its Affiliates’ owners, directors, officers, employees and agents will not be personally liable nor named as a party in any
action arising from a Claim. No previous course of dealing will be admissible to explain, modify or contradict the terms of this Agreement.
No implied covenant of good faith and fair dealing will be used to alter the express terms of this Agreement.


 


16.2
Severability and Substitution of Valid Provisions. All provisions of this Agreement are severable and this Agreement will
be interpreted and enforced as if all completely invalid or unenforceable provisions were not contained herein and partially valid and
enforceable provisions will be enforced to the extent valid and enforceable. To the extent that the exclusive dealing provisions of Section
9 or the post-termination restrictive covenants set forth in Section 15.3 are deemed unenforceable by virtue of their scope in terms
of geographic area, activity prohibited or length of time, but may be made enforceable by reductions of any of them, Master Franchisee
and Franchisor agree that same will be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction
in which enforcement is sought. If any applicable and binding law or rule of any jurisdiction requires a greater prior notice of the
termination of this Agreement than is required hereunder or the taking of some other action not required hereunder, or if under any applicable
and binding law or rule of any jurisdiction, any provision of this Agreement or any specification, standard or operating procedure Franchisor
prescribes is invalid or unenforceable, the prior notice or other action required by such law or rule will be substituted for the comparable
requirements of this Agreement, and Franchisor will have the absolute right to modify such invalid or unenforceable provision, specification,
standard or operating procedure to the extent required to be valid and enforceable. Such modifications to this Agreement will be effective
only in such jurisdiction and will be enforced as originally made and entered into in all other jurisdictions.


 






    	33
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


16.3
Waiver of Obligations. Either party may by written instrument unilaterally waive any obligation of or restriction upon
the other under this Agreement. No acceptance by Franchisor of any payment from Master Franchisee or any other Person will constitute
a waiver of any provision of this Agreement. Neither party makes any warranties or guarantees upon which the other party may rely, and
assumes no liability or obligation to the other party, by granting any waiver, approval, or consent, or by reason of any neglect, delay,
or denial of any request therefor. Any waiver a party grants will be without prejudice to any other rights the waiving party may have,
will be subject to the waiving party’s continuing review, and may be revoked by the waiving party, at any time and for any reason,
effective upon delivery to the other party of 10 days’ prior written notice. Neither party will be deemed to have waived or impaired
any right, power or option reserved by this Agreement by virtue of any custom or practice of the parties at variance with the terms of
this Agreement.


 


16.4
Rights of Parties Are Cumulative. The parties’ rights hereunder are cumulative and no exercise or enforcement by
either of any right or remedy hereunder will preclude the exercise or enforcement of any other right or remedy hereunder or which a party
is entitled by law to enforce.


 


16.5
Waiver of Punitive Damages and Jury Trial. Master Franchisee and Franchisor hereby waive to the fullest extent permitted
by law, any right to or claim for any punitive, exemplary, special, indirect or consequential damages against the other and agree that
in the event of a dispute between them, except as otherwise provided herein, each will be limited to the recovery of any actual damages
sustained by it (provided that this limitation will not apply to statutory penalties such as those set forth in 15 U.S.C. §1117(a)).
UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW, MASTER FRANCHISEE AND FRANCHISOR IRREVOCABLY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, BROUGHT BY EITHER OF THEM. The parties acknowledge that the parties’ waiver of
jury trial rights provides the parties with the mutual benefit of uniform interpretation of this Agreement and any dispute arising out
of this Agreement or out of the parties’ relationship created by this Agreement, and further acknowledge the receipt and sufficiency
of mutual consideration for such benefit.


 


16.6
Limitation of Claims. Except with regard to Master Franchisee’s obligations to pay fees and other payments pursuant
to this Agreement, any and all Claims arising out of or relating to this Agreement or the relationship between and Master Franchisee
will be barred unless a proceeding is commenced within one year from the date on which the party entitled to assert the Claim knew or,
exercising reasonable diligence should have known, of the facts giving rise to such Claims, or the period of time in which Claims must
be brought under applicable law, whichever is less, or such Claim will be barred. The parties understand that such time limit may be
shorter than otherwise allowed by law.


 






    	34
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


16.7
Costs and Legal Fees. If Master Franchisee or Franchisor is required to enforce this Agreement in a proceeding, the party
prevailing in such proceeding will be reimbursed by the other party for its costs and expenses, including without limitation reasonable
attorneys’ fees (for attorneys and legal assistants), accountants’ fees, and expert witness fees, costs of investigation
and proof of facts, court costs, other litigation expenses and travel and living expenses, whether incurred prior to, in preparation
for or in contemplation of the filing of any such proceeding. If Franchisor is required to engage legal counsel in connection with any
failure by Master Franchisee to comply with this Agreement, Master Franchisee will reimburse Franchisor for any of the above-listed costs
and expenses incurred by it.


 


16.8
Governing Law; Consent to Venue and Jurisdiction. Except to the extent governed by the United States Federal Arbitration
Act (9 U.S.C. Sections 1 et seq.), the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051 et seq.),
or other United States federal law, this Agreement shall be interpreted under the laws of the State of Texas, USA, and any dispute between
the parties, whether arising under this Agreement or from any other aspect of the parties’ relationship, shall be governed by and
determined in accordance with the substantive laws of the State of Texas, USA, which laws shall prevail in the event of any conflict
of law.


 


16.9
Arbitration of Disputes. All controversies, disputes, or claims between the parties, their Affiliates, and their respective
Owners, officers, directors, agents, and employees arising out of or related to: (a) this Agreement or any other agreement between Franchisor
and Master Franchisee or Master Franchisee’s and Franchisor’s respective Affiliates; (b) the relationship between and Master
Franchisee; (c) the scope or validity of this Agreement or any other agreement between Master Franchisee (or its Owners and Affiliates)
and Franchisor (or its Owners and Affiliates) or any provision of any of such agreements (including the validity and scope of the arbitration
obligation under this Section 15, which the parties agree is to be determined by an arbitrator, not a court);
or (d) any System Standard, must be submitted for binding arbitration, on demand of either party, to the American Arbitration
Association. The arbitration proceedings will be conducted, in English, by one arbitrator and, except as this Section otherwise provides,
according to the then-current Commercial Arbitration Rules of the American Arbitration Association. All proceedings will be conducted
at a suitable location chosen by the arbitrator in or within 25 miles of Franchisor’s then-current principal place of business.
All matters relating to arbitration will be governed by the United States Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).
The decision of the arbitrator will be final and binding upon each party and may be enforced in any court of competent jurisdiction.


 


The
arbitrator has the right to award or include in his or her award any relief which he or she deems proper, including, without limitation,
money damages (with interest on unpaid amounts from the date due), specific performance, injunctive relief, and attorneys’ fees
and costs, provided that the arbitrator may not declare any of the Marks generic or otherwise invalid or, except as expressly provided
in this Section 15, award any punitive, exemplary, or multiple damages against either party (Franchisor and Master Franchisee hereby
waiving to the fullest extent permitted by law, except as expressly provided in this Section 15, any right to or claim for any punitive,
exemplary, or multiple damages against the other).


 






    	35
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


Master
Franchisee and Franchisor agree to be bound by the provisions of any limitation on the period of time in which claims must be brought
under applicable law or under this Agreement, whichever expires earlier. In any arbitration proceeding, each party must submit or file
any claim which would constitute a compulsory counterclaim (as defined by Rule 13 of the United States Federal Rules of Civil Procedure)
within the same proceeding as the claim to which it relates. Any claim which is not submitted or filed as required is forever barred.
The arbitrator may not consider any settlement discussions or offers that might have been made by either party.


 


Each
party reserves the right, but has no obligation, to advance the other party’s share of the costs of any arbitration proceeding
in order for such arbitration proceeding to take place and by doing so shall not be deemed to have waived or relinquished its right to
seek the recovery of those costs in accordance with the Costs and Legal Fees provisions of Section 16.7 above.


 


Arbitration
will be conducted on an individual, not a class-wide, basis and an arbitration proceeding may not be commenced, conducted or consolidated
with any other arbitration proceeding between Franchisor and any other person. Notwithstanding the foregoing or anything to the contrary
in this Section, if any court or arbitrator determines that all or any part of the preceding sentence is unenforceable with respect to
a dispute that otherwise would be subject to arbitration under this Section, then all parties agree that this arbitration clause shall
not apply to that dispute and that such dispute shall be resolved in a judicial proceeding in accordance with the dispute resolution
provisions of the Agreements.


 


Despite
the agreement to arbitrate, Master Franchisee and Franchisor each have the right in a proper case to seek temporary restraining orders
and temporary or preliminary injunctive relief from a court of competent jurisdiction; provided, however, that the initiating party must
contemporaneously submit the dispute for arbitration on the merits as provided in this Section.


 


In
any arbitration arising as described in this Section, requests for documents shall be limited to documents that are directly relevant
to significant issues in the case or to the case’s outcome; shall be restricted in terms of time frame, subject matter and persons
or entities to which the requests pertain; and shall not include broad phraseology such as “all documents directly or indirectly
related to.” The parties further agree that there shall be no interrogatories or requests to admit. With respect to any electronic
discovery, the parties agree that:


 


(i)
production of electronic documents need only be from sources used in the ordinary course of business. No such documents shall be required
to be produced from back-up servers, tapes or other media;


 






    	36
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


(ii)
the production of electronic documents shall normally be made on the basis of generally available technology in a searchable format which
is usable by the party receiving the documents and convenient and economical for the producing party. Absent a showing of compelling
need, the parties need not produce metadata, with the exception of header fields for email correspondence;


 


(iii)
  the description of custodians from whom electronic documents may be collected shall be narrowly tailored to include only those
individuals whose electronic documents may reasonably be expected to contain evidence that is material to the dispute; and


 


(iv)
where the costs and burdens of electronic discovery are disproportionate to the nature of the dispute or to the amount in controversy,
or to the relevance of the materials requested, the arbitrator shall either deny such requests or order disclosure on condition that
the requesting party advance the reasonable cost of production to the other side, subject to allocation of costs in the final award as
provided herein.


 


In
any arbitration arising out of or related to this Agreement, each side may take three discovery depositions. Each side’s depositions
are to consume no more than a total of 15 hours. There are to be no speaking objections at the depositions, except to preserve privilege.
The total period for the taking of depositions shall not exceed six weeks.


 


The
provisions of this Section are intended to benefit and bind certain third party non-signatories and will continue in full force and effect
subsequent to and notwithstanding the expiration or termination of the Agreements. Any provisions of this Section 15 that pertain to
judicial proceedings shall be subject to the agreement to arbitrate contained in this Section.


 


16.10
No Right to Set-Off. Master Franchisee will not be allowed to set off amounts owed to Franchisor hereunder against any
monies owed to or claimed by Master Franchisee, which right of set off Master Franchisee hereby expressly waives.


 


16.11
Injunction. Nothing in this Agreement shall bar Franchisor’s right to seek specific performance or injunctive relief
(including in the Territory or in any other jurisdiction) against threatened conduct that will cause it loss or damages under customary
equity rules, including applicable rules for obtaining restraining orders and preliminary injunctions. Master Franchisee agrees that
Franchisor may obtain such injunctive relief in addition to such further or other relief as may be available at law or in equity. Master
Franchisee agrees that Franchisor will not be required to post a bond to obtain any injunctive relief and that Master Franchisee’s
only remedy if an injunction is entered against Master Franchisee will be the dissolution of that injunction, if warranted, upon due
hearing (all claims for damages by reason of the wrongful issuance of such injunction being expressly waived hereby). Any such action
shall be brought as provided in Section 16.1 and Section 16.9 hereof.


 






    	37
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


17.
MASTER FRANCHISEE’S REPRESENTATIONS TO FRANCHISOR.


 


Master
Franchisee represents and warrants that it has induced Franchisor to enter into this Agreement based, in part, on the following representations
and warranties which are hereby made by Master Franchisee to Franchisor, each of which will survive termination of this Agreement:


 


(a)
Franchisor has made no promise or guarantee, express or implied, that Master Franchisee will be able to comply with any applicable laws
and regulations concerning the development and operation of Restaurants in the Territory as contemplated under this Agreement;


 


(b)
Franchisor has made no representations or statements of actual, average, projected or forecasted sales, profits or earnings to Master
Franchisee upon which Master Franchisee has in any way relied upon in entering into this Agreement;


 


(c)
Master Franchisee has read this Agreement and understands and accepts the terms contained in this Agreement as being reasonably necessary
to maintain Franchisor’s high standards of quality and service and the uniformity of those standards and thereby to protect and
preserve the goodwill of the Marks and the integrity of the System. Master Franchisee has conducted an independent investigation of the
business venture contemplated by this Agreement and recognizes that, like any other business, the nature of this business may evolve
and change over time, that the investment involves business risks and that the success of the venture is largely dependent upon Master
Franchisee’s business abilities and efforts. Master Franchisee has made no misrepresentations in obtaining the license granted
pursuant to this Agreement;


 


(d)
Master Franchisee understands that the President of the United States of America has issued Executive Order 13224 (the “Executive
Order”) prohibiting transactions with terrorists and terrorist organizations and that the United States government has adopted,
and in the future may adopt, other anti-terrorism measures (the “Anti-Terrorism Measures”). Franchisor therefore requires
certain certifications that the parties with whom it deals are not directly or indirectly involved in terrorism. For that reason, Master
Franchisee hereby certifies that neither it nor any of its Owners, employees, agents, or representatives, nor any other person or entity
associated with Master Franchisee is or is owned or controlled by terrorists or sponsors of terrorism, is listed in the Annex to the
Executive Order; has committed acts of terrorism or poses a significant risk of committing acts of terrorism; or assists, sponsors, or
supports terrorists or acts of terrorism. Master Franchisee further covenants that neither Master Franchisee nor any of its Owners, employees,
agents or representatives, nor any other person or entity associated with Master Franchisee, will during the term of this Agreement become
a person or entity described above or otherwise become a target of any Anti-Terrorism Measure.


 


(e)
  Neither Master Franchisee nor any subsidiary, Affiliate, director, officer, agent, employee or other Person acting on Master Franchisee’s
behalf or on behalf of any such subsidiary or Affiliate of Master Franchisee’s, has, in the course of his, her or its actions for
or on Master Franchisee’s behalf or on behalf of Master Franchisee’s subsidiaries or Affiliates, offered or made, directly
or indirectly through any other Person, any payments of anything of value (in the form of a contribution, gift, entertainment or other
expense), to (a) any Person employed by, or acting in an official capacity on behalf of, any governmental agency, department or instrumentality,
or (b) any foreign or domestic government official, political party or official of such party, or any candidate for political office
or employee thereof except where permitted by applicable law. Master Franchisee further represents that neither Master Franchisee, its
subsidiaries or its Affiliates nor any Owner, director, officer, agent employee or other Person acting on Master Franchisee’s behalf
or on behalf of Master Franchisee’s subsidiaries or Affiliates has violated or is in violation of any provision of the United States
Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or unlawful payment
to any foreign or domestic government or political party official, employee, appointee or candidate.


 






    	38
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


(f)
Master Franchisee represents that the funds to be invested in the business contemplated by this Agreement were not derived from any activities
that may contravene anti-money laundering laws or regulations of the USA or in the Territory. Master Franchisee agrees to provide any
information Franchisor deems necessary, in its sole and unfettered discretion, to comply with its anti-money laundering programs and
related responsibilities from time to time.


 


(g)
Master Franchisee represents that Master Franchisee, and each of its Owners is (i) not an individual, entity or organization on any United
States Office of Foreign Assets Control “watch list” and does not have any affiliation of any kind with such individual,
entity or organization; (ii) not a foreign shell bank; and (iii) not a person or entity resident in or whose funds are transferred from
or through a jurisdiction identified as non-cooperative by the United States Financial Action Task Force.


 


(h)
Master Franchisee is acquiring the master franchise for its own account, risk and beneficial interest and not as an intermediary for
any other Person.


 


18.
MISCELLANEOUS PROVISIONS


 




18.1
Binding Effect. This Agreement is binding upon the parties and their respective executors, administrators, heirs, assigns
and successors in interest, and will not be modified except by written agreement signed by both Franchisor and Master Franchisee.


 


18.2
Construction. The preambles and exhibits are a part of this Agreement, which constitutes the entire agreement of the parties,
and, except for Franchise Agreements, there are no other oral or written understandings or agreements between Franchisor and Master Franchisee
relating to the subject matter of this Agreement. The headings of the several sections and subsections of this Agreement are for convenience
only and do not define, limit or construe the contents of such sections or subsections. As used in this Agreement, the term “including”
and similar words mean “including but not limited to” unless stated otherwise in the text, and the term “business
day” will excludes Saturdays, Sundays and official holidays in the USA. This Agreement may be executed in multiple copies, each
of which will be deemed an original, and signatures via facsimile or scanned/emailed shall have the same force and effect as originals.


 






    	39
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


18.3
Safety. Franchisor will not be required to send any of its employees to the Territory to provide services if, in its sole
determination, it is unsafe to do so. Such determination by Franchisor will not relieve Master Franchisee or any Affiliate that has signed
a Franchise Agreement of their obligations to perform (including, without limitation, to pay monies owed) and will not serve as a basis
for termination of this Agreement by them.


 


18.4
Governing Language. This Agreement originally is written in the English language,
and all questions of interpretation of this Agreement shall be resolved by reference to the same as written in English. Master Franchisee
represents that it (and its representatives in this matter) understand the English language and that it has read and understands each
of the provisions of this Agreement, as well as all of its rights and obligations under this Agreement, as written in English.


 


18.5
Disclaimer of Commercial Agency. Master
Franchisee acknowledges and agrees that this Agreement is not intended to, and does not, make it Company’s commercial agent or
distributor under Royal Decree No. 11, dated 20/2/1381AH, as amended by Royal Decree No. 5, dated 11/6/1389AH, or Royal Decree No. 32,
dated 10/8/1400AH and its implementing rules issued by Ministerial Resolution No. 1897 of 24-5-1401AH and Ministerial Resolution No.
1012, or under any commercial agency laws of any jurisdiction in which the Business is operated. Any such relationship is expressly disclaimed
by Company and Master Franchisee, and Master Franchisee waives, agrees that it is not entitled to, and agrees to refrain from asserting
a claim for any rights or benefits it might have under any such laws of any jurisdiction in which its activities under this Agreement
are conducted.


 


18.6
No Recordation. Franchisor does not consent to the recordation of this Agreement. Master Franchisee agrees that it will
not record this Agreement or cause this Agreement to be recorded with any governmental agency of any jurisdiction in which its activities
under this Agreement are conducted without Franchisor’s separate prior written consent, which consent may be granted or withheld
by Franchisor in its sole and unfettered discretion. Subject to the foregoing, Franchisor will take reasonable steps to work with Master
Franchisee to provide the information required by any local or municipal government agency in connection with confirming its authority,
as Franchisor’s master franchisee, to conduct its activities under this Agreement.


 


18.7
Notices, Reports and Payments. All written notices and reports permitted or required to be delivered by the provisions
of this Agreement or of the Operations Manual will be deemed so delivered at the time delivered by hand or email, five business days
after being placed in the hands of a commercial courier service for express delivery or 10 days after placement with a government mail
service by Registered or Certified Mail (or the equivalent), Return Receipt Requested, postage prepaid. All such notices, reports and
payments will be addressed to the parties at the addresses shown on the first page of this Agreement or on Exhibit A (unless subsequently
changed pursuant to notice issued in accordance with this Section), as follows:


 


	 	 	If to Franchisor:	Attention: Chief Executive
  Officer



 


	 	 	If to Master
  Franchisee:	Attention: Yousef Kahdem
  Shaker Almatrouk




 


Notwithstanding
the foregoing, any required payment or report not actually received by Franchisor during regular business hours on the date due shall
be deemed delinquent.


 


A
change by any party with respect to the address for delivery of all such notices and reports must be delivered in writing to the other
party within ten (10) business days of any such change in address.


 


[signatures
appear on following page]




 




    	40
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


[signature
page to Master Franchise Agreement]


 


IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement in multiple counterparts on the dates shown beneath their
respective signatures and made effective as of the Effective Date.


 


	MUSCLE
    MAKER DEVELOPMENT INTERNATIONAL LLC	 
	 	 	 
	By:
    	/s/Michael
    J. Roper	 
	Name:
    	Michael
    J. Roper	 
	Title:
    	CEO
    – Muscle Maker Development International LLC	 
	Date*:
    	 10/25/2021 	 
	 	(*This
    is the Effective Date)	 


 


Almatrouk
Catering Company – OPC


 


	By:
    	/s/
    Yousef Kahdem Shaker Almatrouk	 
	Name:
    	Yousef
    Kahdem Shaker Almatrouk	 
	Date:
    	October
    11, 2021	 




 




    	41
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


EXHIBIT
A


 


TO
THE MASTER FRANCHISE AGREEMENT


BETWEEN
MUSCLE MAKER DEVELOPMENT INTERNATIONAL LLC


AND


Almatrouk
Catering Company – OPC


 


DATED
October 11, 2201 






 


	1.	Master Franchisee’s
    Identifying Information:
	 	 
	 	[Master Franchisee’s
    Name]
	 	A [type] formed on [date]
    in [Jurisdiction]
	 	[Address]
	 	[Phone]
	 	[Email] 
	 	 
	 	[Mailing address, if different
    from the address above]


 





	2.	Section
  2(i):




 


The
Development Schedule for the Territory is as follows:


 


	 

    Development
    Period
	 	

    Number
    of Restaurants

    Opened
    During the

    Development
    Period
	 	 

    Cumulative
    Number

    of
    Restaurants Open

    and
    in Operation in

    the
    Territory as of the

    end
    of the

    Development
    Period

	1st	Effective
    Date – December 31, 2022	 	1	 	1
	2nd	January
    1, 2023 – December 31, 2023	 	1	 	2
	3rd	January
    1, 2024 – December 31, 2024	 	4	 	6
	4th	January
    1, 2025 – December 31, 2025	 	5	 	11
	5th	January
    1, 2026 – December 31, 2026	 	8	 	19
	6th	January
    1, 2027 – December 31, 2027	 	6	 	25
	7th	January
    1, 2028 – December 31, 2028	 	7	 	32
	8th	January
    1, 2029 – December 31, 2029	 	5	 	37
	9th	January
    1, 2030 – December 31, 2030	 	3	 	40


 






    	Exhibit A-1
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


3.
Section 2(gg): The Territory is the Kingdom of Saudi Arabia, as its geopolitical boundaries exist on the
Effective Date.


 


4.
Section 3.5: Notwithstanding anything to the contrary and subject to Section 3.5 to conditions described in Section 3.5(a)
to Section 3.5(e), Master Franchisee may seek to extend the Development Term if Master Franchisee has substantially complied with the
term of this Agreement. Master Franchisee will be deemed to be in substantial compliance of this Agreement if it and its Affiliates have
not received three (3) or more notices of default under this Agreement any Subfranchise Agreement, as applicable, regardless of whether
such defaults have been cured.


 


5.
Section 3.5(d): The extension fee for the successor Development Term shall be US $10,000.00.


 


6.
Section 3.8(c): Ownership Interests


 


(a)
Master Franchisee represents and warrants that it has provided Franchisor a copy of its as-filed articles of formation, and that Master
Franchisee is duly organized and validly existing in good standing under the laws of the jurisdiction in which it was formed, are qualified
to do business in all jurisdictions within the Territory, and has the corporate or other authority to execute, deliver and carry out
all of the terms of the Agreement.


 


(b)
Master Franchisee further represents and warrants that all Owners and their interests in Master Franchisee are completely and accurately
listed below.


 


	Name/Address
                                            of

                                                                                Owner
	 	Type/Class
                                            of

                                                                                Ownership
                                            Interest
	 	Number
                                            of Units

                                                                                Owned
	 	Percentage
    of Total Ownership
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


There
are no other authorized classes of Ownership Interests in Master Franchisee.


 


7.
Section 3.8(e): The Operating Principal is [_____]


 


8.
Section 6.1:


 


(a)
Master Franchise Fee. On its execution
of the Agreement, Master Franchisee will pay Franchisor an initial master franchise fee of US $150,000.00.


 


(b)
Initial Franchise Fees. For each Restaurant, Master Franchisee will pay Franchisor an initial franchise fee (“Initial
Franchise Fee”) equal to US $20,000.00. Initial Franchise Fees will be due and payable within ten (10) days following the complete
execution of the Franchise Agreement, irrespective of if or when the Franchisee actually pays amounts it owes under the Franchise Agreement.


 


(c)
Royalty Fee. For each Restaurant, Master Franchisee must assess Franchisee a monthly royalty of at least five (5) percent
(5%) of the Restaurant’s Gross Sales. For each such Restaurant, Master Franchisee will pay Franchisor a monthly royalty (“Royalty
Fee”) equal to US$1,000.00. The Royalty Fee for each Restaurant will be due and payable to Franchisor by the 10th
day of the subsequent calendar month, irrespective of whether Franchisee collects any Gross Sales under the Franchise Agreement.


 






    	Exhibit A-2
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


(d)
Renewal and Transfer Fees. For each transfer under or each renewal of a Franchise Agreement, Master Franchisee will pay
Franchisor an amount equal to US $10,000.00, irrespective of if or when the transferor or Franchisee actually pays amounts it owes in
connection with the transfer or renewal. Payments of these fees are due not later than ten (10) days following the earlier of (i) the
date of transfer or renewal, (ii) the date on which the transferor or Franchisee becomes obligated to pay the fee to Master Franchisee,
or (iii) the date on which Master Franchisee receives payment in connection with the transfer or renewal.


 


(e)
Other Revenue. Master Franchisee, its Owners and its Affiliates shall not, in any way, means or manner, derive any other
revenue source in any manner related to the Restaurants or to Master Franchisee’s business conducted under this Agreement without
Franchisor’s prior consent, which consent may, in Franchisor’s discretion, be based on Master Franchisee’s agreement
to share a portion of such revenue with Franchisor on terms mutually acceptable to Franchisor and Master Franchisee.


 


(f)
Technology Fee. Franchisor reserves the
right to require Master Franchisee to pay to Franchisor, or a third party that Franchisor designates, by not later than the 10th day
of each month, a technology fee for the various technologies Franchisor or its designee provides to Master Franchisee. This technology
includes Franchisor’s proprietary software that it licenses to Master Franchisee, Franchisor’s intranet, System Website and
any mobile applications Franchisor develops. The technology fee is not currently charged, but Franchisor may periodically assess one
and increase the amount of the fee on 90 days’ prior written notice to Master Franchisee.


 


9.
Section 7.1: The Master Franchisee is not currently required to contribute funds to Franchisor’s General Marketing
Fund, although Franchisor reserves the right to require a contribution in the future with reasonable notice to Master Franchisee.


 


10.
Section 7.3: Franchisor does not currently require Master Franchisee to spend a designated portion of Gross Sales on brand
and franchise marketing (“Master Franchisee’s Marketing Obligation”), but Franchisor reserves the right to do
so in the future with reasonable notice to Master Franchisee.


 


11.
Section 11.6: Restaurants are identified by the Marks described below. As of the date of the Agreement, Franchisor has
applied for registration of the following Marks in the Territory. The application is pending.


 


	Mark	 	Application
    No./Filing Date	 	Class/Goods
    or Services
		 	279490	 	43:
    Services for providing food and drink; temporary accommodation (Class Heading) + Cafes; Cafeterias; Canteens; Restaurants; Catering
    (Food and drink); Self-service restaurants; Snack-bars


 


[Signature
page follows]





 




    	Exhibit A-3
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


[Signature
page to Exhibit A]


 


	MUSCLE
    MAKER DEVELOPMENT INTERNATIONAL LLC	 
	 	 	 
	By:
    	                     	 
	Name:
    	 	 
	Title:
    	 	 
	Date:
    	 	 
	 	 	 
	Almatrouk
    Catering Company – OPC	 
	 	 	 
	By:
    	 	 
	Name:
    	 	 
	Title:
    	 	 
	Date:
    	 	 





 




    	Exhibit A-4
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


EXHIBIT
B


 


GUARANTY
AND ASSUMPTION OF OBLIGATIONS


 


THIS
GUARANTY AND ASSUMPTION OF OBLIGATIONS is given this [___] day of [____], 2021, by [______________].


 


In
consideration of, and as an inducement to, the execution of that certain Master Franchise Agreement (the “Agreement”)
on this date by MUSCLE MAKER DEVELOPMENT INTERNATIONAL LLC (“Franchisor”), each of the undersigned personally
and unconditionally (a) guarantees to Franchisor and its successors and assigns, for the term of the Agreement and afterward as
provided in the Agreement, that [ENTITY] (“Master Franchisee”) will punctually pay and perform each
and every undertaking, agreement, and covenant set forth in the Agreement and (b) agrees to be personally bound by, and personally
liable for the breach of, each and every provision in the Agreement, both monetary obligations and obligations to take or refrain from
taking specific actions or to engage or refrain from engaging in specific activities, including the non-competition, confidentiality,
and transfer requirements.


 


Each
of the undersigned consents and agrees that: (1) his or her direct and immediate liability under this Guaranty will be joint and
several, both with Master Franchisee and among other guarantors; (2) he or she will render any payment or performance required under
the Agreement upon demand if Master Franchisee fails or refuses punctually to do so; (3) this liability will not be contingent or
conditioned upon Franchisor’s pursuit of any remedies against Master Franchisee or any other person; and (4) this liability
will not be diminished, relieved, or otherwise affected by any extension of time, credit, or other indulgence which Franchisor may from
time to time grant to Master Franchisee or to any other person, including, without limitation, the acceptance of any partial payment
or performance or the compromise or release of any claims, none of which will in any way modify or amend this Guaranty, which will be
continuing and irrevocable during the term of the Agreement.


 


Each
of the undersigned agrees that, for so long as Franchisor has an ongoing contractual relationship with Franchisor and until all obligations
owed to Franchisor by Master Franchisee have been fully satisfied, the undersigned will refrain from asserting any claims for reimbursement
or subrogation against Master Franchisee arising as a result of the undersigned’s execution of and performance under this Guaranty.
Each of the undersigned waive acceptance and notice of acceptance by Franchisor of his or her undertakings under this Guaranty, notice
of demand for payment of any indebtedness or non-performance of any obligations hereby guaranteed, protest and notice of default to any
party with respect to the indebtedness or nonperformance of any obligations hereby guaranteed, and any other notices to which he or she
may be entitled.


 


The
provisions contained in Section 16 of the Agreement, including, without limitation, those provisions of Section 16.5 (Waiver of Punitive
Damages and Jury Trial) and Section 16.8 (Governing Law; Consent to Venue and Jurisdiction), and Section 16.9 (Arbitration) are incorporated
into this Guaranty by reference and shall govern this Guaranty and any disputes between the undersigned and Franchisor. If Franchisor
is required to engage legal counsel in connection with any failure by the undersigned to comply with this Guaranty, the undersigned shall
reimburse Franchisor any of the above-listed costs and expenses Franchisor incurs.





 





    	Exhibit B-1
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5




     


    

 


[signature
page to Guaranty and Assumption of Obligations]


 


IN
WITNESS WHEREOF, each of the undersigned has affixed his or her signature on the same day and year as the Agreement was executed.


 


	Sign:	 	 
	Print
    Name: 	 	 
	Address:
    	 	 
	 	 	 
		 
	Date:
    	 	 
	 	 	 
	Sign:
    	 	 
	Print
    Name: 	 	 
	Address:
    	 	 
	 	 	 
		 
	Date:
    	 	 


 






    	Exhibit B-2
	 
	Muscle Maker Development International LLC
Master Franchise Agreement – Saudi Arabia
1419.001.308072.5