ADDENDUM
TO CONVERSION AGREEMENT


 


This
Addendum to Conversion Agreement (“Addendum”) is entered into as of the ___ day of ________, 2019 (the “Effective
Date”) by and between Muscle Maker, Inc., a Nevada corporation (“Company”) and _________ (“Holder”).


 


WHEREAS,
Holder and the Company are parties to that certain Conversion Agreement dated as of _________ __, 2019 (“Conversion Agreement”);
and


 


WHEREAS,
the parties desire to enter into this addendum to modify the Conversion Agreement in certain respects.


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and Holder agree as follows:


 


	 	1.	All
    terms used herein and not otherwise defined herein shall have the definitions set forth in the Conversion Agreement.
	 	 	 
	 	2.	Section
        1 of the Conversion Agreement is hereby amended and restated in its entirety to read as follows:

         

        Conversion;
        Lock-Up; Piggyback Registration Rights; Conversion Null and Void; Reverse Stock Split.



 


	 	(a)	It
    is agreed by the Company and Holder that on the Effective Date the Debenture shall convert into the Shares at the Conversion
    Price.  Concurrently with entering into this Agreement, the Holder will enter into a Lock-Up Agreement, a form of
    which agreement is attached hereto as Exhibit A.
	 	 	 
	 	(b)	If
    at any time the Company shall determine to file with the Securities and Exchange Commission a Registration Statement relating
    to an offering for its own account or the account of others under the Securities Act of 1933 Act of any of its equity securities
    (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection
    with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bona
    fide, employee benefit plans), the Company shall include in such Registration Statement all of the Shares, except that
    if, in connection with any underwritten public offering for the account of the Company the managing underwriter(s) thereof
    shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because,
    in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public
    distribution, then the Company shall be obligated to include in such Registration Statement only such limited portion of the
    Shares as the underwriter shall permit. Any exclusion of Shares shall be made pro rata among the Holders.
	 	 	 
	 	(c)	In
    the event the Company does not close on its underwritten public offering (the “Offering”) within ninety (90) days
    of the Effective Date, the issuance of the Shares shall be null and void and the Conversion
    Agreement and this Addendum shall be of no further force or effect and the parties hereto agree to undertake any necessary
    actions to ensure that the Shares are returned to the Company for cancellation and the Debentures are delivered to the Holder
    upon the Company’s receipt of the certificates representing the Shares and any additional documentation needed to effect
    the Share cancellation.
	 	 	 
	 	(d)	Prior
    to the closing of the Offering, the Company intends to reverse split its common stock which such reverse split shall not be
    in a ratio of more than seven (7) shares of common stock for one (1) share of common stock.


 




    	 



    	 



    

 


	 	3.	As
    a result of the transaction contemplated herein and in the Conversion Agreement, the Holder confirms that its Warrant to Purchase
    Common Stock (the “Warrant”) of the Company is exercisable for _______ shares of common stock at an exercise price
    of $___.  All other terms of the Warrant shall remain in full force and effect.
	 	 	 
	 	4.	Except
    as specifically amended therein, all other terms and conditions of the Conversion Agreement shall remain in full force and
    effect.
	 	 	 
	 	5.	This
    Addendum may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and
    all of which shall constitute the same document.


 


IN
WITNESS WHREEOF, Muscle Maker and the Holder, have caused this Addendum to be signed by its duly authorized officers on the date
first set forth above.


 


	 	MUSCLE
    MAKER, INC.
	 	 	 
	 	By:	 
	 	Name:	Michael
    Roper
	 	Title:	CEO
	 	 	 
	 	 
	 	[  ]