THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL
OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


CONVERSION
AGREEMENT


 


THIS
CONVERSION AGREEMENT (the “Agreement”), dated as of ___________ __, 2019 (the “Effective Date”) is made
by and between Muscle Maker, Inc., a Nevada corporation (the “Company”), and _______ (the “Holder”).


 


WHEREAS,
Holder owns _________ (the “Debenture”) payable by the Company in the amount of $________ including interest as of the
Effective Date (the “Debt”).


 


WHEREAS,
the Company and Holder wish to convert the Debenture into such number of shares of common stock of the Company equal to the Debt
divided by the conversion price of $___ per share (the “Conversion Price”) resulting in the issuance of ________ shares
of common stock of the Company (the “Shares”) to Holder.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the parties hereby acknowledge the parties
agree as follows:


 


1.
Conversion; Lock-Up. 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.


 


2.
Certificate Delivery. Within ten (10) business days of the Effective Date, the Company shall deliver a certificate representing
the Shares to Holder.


 


3.
Further Assurances. The parties, by entering into this Agreement, agree to execute all agreements and other documents as
reasonably requested by the other party.


 


4.
Representations and Warranties and Covenants of Holder. Holder represents, warrants and covenants to the Company as follows:


 


a.
No Registration. Holder understands that the Shares have not been, and will not be, registered under the Securities Act
of 1933, as amended (the “Securities Act”) by reason of a specific exemption from the registration provisions of the
Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and
the accuracy of Holder’s representations as expressed herein or otherwise made pursuant hereto.


 


b.
Investment Experience. Holder has substantial experience in evaluating and investing in private placement transactions
of securities in companies similar to the Company and acknowledges that Holder can protect Holder’s interests. Holder has
such knowledge and experience in financial and business matters so that Holder is capable of evaluating the merits and risks of
Holder’s investment in the Company.


 




    	 



    	 



    

 


d.
Speculative Nature of Investment; SEC Reports; Dilution. Holder understands and acknowledges that the Company has a limited
financial and operating history and that an investment in the Company is highly speculative and involves substantial risks. Holder
can bear the economic risk of such investment and is able, without impairing such financial condition, to hold the Shares for
an indefinite period of time and to suffer a complete loss of Holder’s investment. Holder further understands that the Company
will need issue additional shares of common stock in connection with (i) future financings, (ii) the retention or hiring of management
and employees and (iii) the conversion of existing outstanding debt that will be converted at various conversion prices some which
will be at a price less than the Conversion Price, which will significantly dilute Holder.


 


e.
Accredited Investor. Holder is an “accredited investor’ within the meaning of Regulation D, Rule 501(a), promulgated
by the Securities and Exchange Commission under the Securities Act and shall submit to the Company such further assurances of
such status as may be reasonably requested by the Company.


 


f.
Rule 144. Holder acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities
Act or an exemption from such registration is available. The Holder is aware of the provisions of Rule 144 promulgated under the
Securities Act which permit limited resale of shares subject to the satisfaction of certain conditions, including among other
things, the existence of a public market for the shares, the availability of certain current public information about the Company
and the resale occurring not less than six months after a party has purchased and paid for the security to be sold. The Holder
acknowledges that, in the event all of the requirements of Rule 144 are not met, registration under the Securities Act or an exemption
from registration will be required for any disposition of the Shares the Holder understands that, although Rule 144 is not exclusive,
the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received
in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing
that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate
in the transactions do so at their own risk.


 


g.
Authorization.


 


i.
The Holder has all requisite power and authority to execute and deliver this Agreement, and to carry out and perform its obligations
under the terms hereof. All action on the part of the Holder necessary for the authorization, execution, delivery and performance
of this Agreement, and the performance of all of the Holder’s obligations herein, has been taken.


 


ii.
This Agreement, when executed and delivered by the Holder, will constitute valid and legally binding obligations of the Holder,
enforceable in accordance with its terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of
equity.


 


iii.
No consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority
or third person is required to be obtained by the Holder in connection with the execution and delivery of this Agreement by the
Holder or the performance of the Holder’s obligations hereunder.


 




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h.
Brokers or Finders. The Holder has not engaged any brokers, finders or agents, and the Company has not, and will not, incur,
directly or indirectly, as a result of any action taken by the Holder, any liability for brokerage or finders’ fees or agents’
commissions or any similar charges in connection with this Agreement and the transactions related hereto.


 


i.
Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences
of this investment and the transactions contemplated by this Agreement. With respect to such matters, the Holder relies solely
on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder
understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment
or the transactions contemplated by this Agreement.


 


j.
Legends. The Holder understands and agrees that the certificates evidencing the Shares shall bear a legend in substantially
the form as follows (in addition to any legend required by any other applicable agreement or under applicable state securities
laws):


 


“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH
ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”


 


6.
Miscellaneous.


 


a.
Notice. Any notice required under this Agreement shall be deemed duly delivered (and shall be deemed to have been duly
received if so given), if personally delivered, sent by a reputable courier service, or mailed by registered or certified mail,
postage prepaid, return receipt requested, addressed to the parties at the addresses set forth above or to such other address
as any party may have furnished to the other in writing in accordance with this Section.


 


b.
Law and Jurisdiction. The laws of the State of Texas apply to this Agreement, without deference to the principles of conflicts
of law. Both jurisdiction and venue for any litigation pursuant to this Agreement shall be proper in the courts of Texas.


 


c.
Severability. If the law does not allow a provision of this Agreement to be enforced, such unenforceable provision shall
be amended to become enforceable and reflect the intent of the parties, and the rest of the provisions of this Agreement shall
remain in effect.


 


d.
Waiver. The failure of any party, in any instance, to insist upon strict enforcement of the provisions of this Agreement
shall not be construed to be a waiver or relinquishment of enforcement in the future, and the terms of this Agreement shall continue
to remain in full force and effect.


 


e.
Assignability. This Agreement shall not be assignable by either party.


 


f.
Amendment. This Agreement may only be amended or modified in a writing signed by both of the parties and referring to this
Agreement.


 


g.
Entire Agreement. This Agreement constitutes the entire agreement and final understanding of the parties with respect to
the subject matter of this Agreement and supersedes and terminates all prior and/or contemporaneous understandings and/or discussions
between the parties, whether written or verbal, express or implied, relating in any way to the subject matter of this Agreement.


 




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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereonto duly authorized
as of the day and year first above written.


 


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


 




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Exhibit
A


 


Form
of Lock-Up Agreement


 


[●],
2019


 


Alexander
Capital, L.P.


As
Representative of the several Underwriters named on Schedule 1 attached hereto


 


c/o
Alexander Capital, L.P.


17
State Street, 5th Floor


New
York, NY 10004


 


Ladies
and Gentlemen:


 


The
undersigned understands that you, as representative (the “Representative”), propose to enter into an Underwriting
Agreement (the “Underwriting Agreement”) with Muscle Maker, Inc., a Nevada corporation (the “Company”),
providing for the public offering (the “Public Offering”) of shares of common stock, par value $0.0001 per
share, of the Company (the “Shares”).


 


To
induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that,
without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof
and ending one year after the date of the final prospectus (the “Prospectus”) relating to the Public Offering
(the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose
of, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for Shares, whether now
owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of
disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction
described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand
for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to
make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any
Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities
without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired
in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily
made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up
Securities as a bona fide gift, by will or intestacy or to a family member or trust for the benefit of a family member
(for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not
more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the undersigned,
directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers
of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the
case may be, (e) if required by the terms of a qualified domestic relations order or (f) in transactions relating to shares of
Common Stock that the undersigned may purchase (A) from the Underwriters in the Public Offering or (B) in open market transactions
after the Public Offering Date; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or
(d), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative
a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 16(a) of the Exchange
Act shall be required or shall be voluntarily made. The undersigned also agrees and consents to the entry of stop transfer instructions
with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except
in compliance with this lock-up agreement.


 




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If
(i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event
relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release
earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the
last day of the Lock-Up Period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration
of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event,
as applicable, unless the Representative waives, in writing, such extension; provided, however, that this extension of the Lock-Up
Period shall not apply to the extent that FINRA has amended or repealed NASD Rule 2711(f)(4), or has otherwise provided written
interpretive guidance regarding such rule, in each case, so as to eliminate the prohibition of any broker, dealer, or member of
a national securities association from publishing or distributing any research report, with respect to the securities of an Emerging
Growth Company prior to or after the expiration of any agreement between the broker, dealer, or member of a national securities
association and the Emerging Growth Company or its shareholders that restricts or prohibits the sale of securities held by the
Emerging Growth Company or its shareholders after the initial public offering date.


 


The
Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing
restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending
release or waiver; and the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press
release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release
or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days
after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver
is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing
to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in
effect at the time of such transfer.


 


No
provision in this agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of
any securities exercisable or exchangeable for or convertible into Shares, as applicable; provided that the undersigned does not
transfer the Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant
to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into
or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan
in such a manner as to cause the sale of any Lock-Up Securities within the Lock-Up Period).


 




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The
undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation
of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon
the undersigned’s heirs, legal representatives, successors and assigns.


 


Notwithstanding
anything to the contrary contained herein, this Agreement will automatically terminate and the undersigned shall be released from
all obligations under this Agreement upon the earliest to occur, if any, of (i) the Underwriting Agreement is executed but is
terminated (other than the provisions thereof which survive termination) by the Representative prior to payment for and delivery
of the Common Stock to be sold thereunder, or (ii) __________, 2019, if the Underwriting Agreement does not become effective by
such date; provided, however, that the Representative may, by written notice to the undersigned prior to such date, extend such
date for a period of up to three additional months.


 


Whether
or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will
only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the
Representative.


 


	 	Very
    truly yours,
	 	 
	 	 
	 	(Name
    - Please Print)
	 	 
	 	 
	 	(Signature)
	 	 
	 	 
	 	(Name
    of Signatory, in the case of entities - Please Print)
	 	 
	 	 
	 	(Title
    of Signatory, in the case of entities - Please Print)
	 	 
	 	Address:	 
	 	 
	 	 


 




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