Muscle
Maker, Inc.


308
East Renfro Street, Suite 101


Burleson,
Texas 76028


 


July
16, 2019


 


Letter
of Appointment – Board of Directors


 


Dear
:


 


We
are pleased to offer you the role as a director of the Board of Directors (the “Board”) of Muscle Maker, Inc. (the
“Company”). This letter contains the terms of your appointment as a director of the Board of Directors of the Company
and will be effective from the date of the signing of this letter. This letter agreement supersedes any previous Board of Director
agreements.


 


Terms:


 


“IPO”
- For purposes of this letter agreement, the term “IPO” refers to the date the company performs a listing and begins
trading of our common stock on a public exchange.


 


“Competing
Business” - For purposes of this letter agreement, the term “competing business” is defined as any health focused
restaurant chain such as Freshii, True-food kitchen, First Watch or Snap Kitchen and similar concepts but excludes traditional
QSR, limited service, full service, fast casual and other restaurant segments.


 


	1.	Your
    Duties:


 


	 	a)	You
    will be expected to attend all meetings (either in person or by teleconference) of the Board of the Company, of which we expect
    to hold approximately four per annum as well as sign all written consents if you deem appropriate. In addition, you will be
    expected to perform such other duties as are reasonably contemplated by your holding office as a director of the Company or
    which may reasonably be assigned to you by the Board from time to time.
	 	 	 
	 	b)	As
    a director you will:


 


	 	i)	Perform
    to the best of your abilities and knowledge the duties reasonably assigned to you by the Board from time to time, whether
    during or outside business hours and at such places as the Board reasonably requires;
	 	 	 
	 	ii)	Use
    all reasonable efforts to promote the interests of the Company;
	 	 	 
	 	iii)	Attend
    directors’ meetings;
	 	 	 
	 	iv)	Act
    in the best interests of the Company; and
	 	 	 
	 	v)	Work
    closely with the Board of Directors and the Chief Executive Officer.


 


	 	c)	As
    you will appreciate, however, your time commitment will ultimately be a product of the matters confronting the Company from
    time to time and matters properly requiring your attention as a director of the Company.


 






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	2.	Remuneration:


 


	 	a)	Fees


 


	 	i)	Cash
    Compensation - 9,000 annual cash compensation paid quarterly ($2,250 per quarter). The annual fee will be paid in equal quarterly
    instalments in arrears on the last day of each quarter. Your first and last instalments of the annual fee will be apportioned
    if necessary. 


 


	 	(1)	For
    Directors serving on the Board of Directors in fiscal 2017, you will be granted shares of common stock in lieu of cash payments.
    The amount of shares will be calculated using the IPO price and deferred and issued 30 days post IPO. The amount of shares
    will be calculated using 50% of the annual cash compensation for fiscal 2018. For example, fiscal 2018 annual cash compensation
    was $9,000, for 2017 purposes only, the total cash compensation will be $4,500 and this number will be used along with the
    IPO price to calculate the total number of common stock shares deferred and issued 30 days post IPO.
	 	 	 
	 	(2)	For
    Directors serving on the Board of Directors in fiscal 2018, you will be granted shares of common stock in lieu of cash payments.
    The amount of shares will be calculated using the IPO price and deferred and issued 30 days post IPO. For example, Directors
    who earned $9,000 in cash compensation for 2018, assuming an IPO share price of $5 per share, would be issued 1,800 shares
    of common stock ($9,000/$5 per share = 1,800 shares. This amount will be prorated for any partial year of service. 
	 	 	 
	 	(3)	For
    Directors serving on the Board of Directors in fiscal 2019 year to date and through the IPO date, you will be granted shares
    of common stock in lieu of cash payments. The amount of shares will be calculated using the IPO price and deferred and issued
    30 days post IPO. The calculation for the number of shares will use the same formula as above and prorated through the IPO
    date. This amount will be prorated for any partial year of service. 
	 	 	 
	 	(4)	After
    the IPO date, all cash compensation will be made in cash (vs common stock) on the normal schedule listed above.


 


	 	ii)	Common
    stock compensation - 10,000 annual shares of common stock issued quarterly (2,500 per quarter) in arrears on the last day
    of each quarter at the then current stock offering price as determined at the end of each quarter. Your first and last instalments
    of the annual common stock awards will be apportioned if necessary. Subject to SEC rules governing vesting, sale of securities,
    etc. 


 


	 	(1)	For
    Directors serving on the Board of Directors in fiscal 2017, upon signing this Director Agreement, you will be issued 5,000
    shares of common stock for fiscal 2017.
	 	 	 
	 	(2)	For
    Directors serving on the Board of Directors in fiscal 2018, upon signing this Director Agreement, you will be issued 10,000
    shares of common stock for fiscal 2018.
	 	 	 
	 	(3)	For
    Directors serving on the Board of Directors in fiscal 2019, upon signing this Director Agreement, you will be issued 5,000
    shares of common stock which represents common stock earned for Q1 and Q2 2019. From Q2 2019 and subsequent quarters, common
    stock earned will be issued in accordance with the above listed schedule (item 2aii).
	 	 	 
	 	(4)	Committee
    compensation


 


	 	(a)	Additional
    1,300 annual shares of common stock per committee participation (325 shares per quarter)
	 	 	 
	 	(b)	Additional
    1,000 annual shares of common stock per committee chair position (250 shares per quarter)
	 	 	 
	 	(c)	No
    Director would be compensated for serving on more than two committees
	 	 	 
	 	(d)	As
    appropriate, shares of common stock will be issued for fiscal 2017, fiscal 2018 and fiscal 2019 year to date under the same
    calculations used above for common stock issuance.


 


	3.	All
    fees will be prorated for any partial year or time of service.
	 	 
	4.	Your
    fees shall be subject to adjustment periodically as determined by the Board.


 






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	5.	No
    fees, cash or stock or any other form of compensation will be awarded to any employee of the Company for their participation
    on the Board of Directors of the Company or any of its affiliates. 
	 	 
	6.	Expenses:
    Subject to you providing the Company with receipts or other evidence of payment, the Company will pay for or reimburse you
    for all travelling, hotel and other expenses reasonably incurred by you in connection with attending and returning from meetings
    or otherwise in connection with the Company’s business. Reasonable travel and out of pocket expenses used in connection
    with the business of the Company shall include:


 


	 	a)	Domestic
    travel (airfare economy class, 7 day advance purchase);
	 	 	 
	 	b)	Meals
    up to $40 per day;
	 	 	 
	 	c)	Hotel
    accommodations;
	 	 	 
	 	d)	Other
    travel related expenses such as parking, tolls, mileage, etc to attend Board or committee meetings;
	 	 	 
	 	e)	Any
    expense greater than $500 will require pre-approval.


 


	7.	Termination
    of Appointment:


 


	 	a)	Your
    appointment as the Director may be terminated at any time by the vote of the stockholders of the Company in accordance with
    the certificate of incorporation and bylaws of the Company.
	 	 	 
	 	b)	You
    acknowledge and agree that if the shareholders of the Company terminate your appointment, you will have no claim of any kind
    against the Company by reason of the termination.
	 	 	 
	 	c)	You
    are at liberty to terminate or resign the appointment at any time by notice in writing to the Company.


 


	8.	What
    happens after termination of appointment?


 


If
your appointment is terminated for any reason or you resign for any reason:


 


	 	a)	The
    Company may set off any amounts you owe the Company against any amounts the Company owes to you as a Director at the date
    of termination except for amounts the Company is not entitled by law to set off;
	 	 	 
	 	b)	You
    must return all the Company’s property (including property leased by the Company) to the Company on termination including
    all written material, software, computers, credit cards, keys and vehicles; and You must not record any confidential information
    in any form after termination.


 


	9.	Prohibited
    Activities:


 


	 	a)	You
    undertake to the Company that you will not during the term of your appointment engage in a business or an activity that would
    place you in a position of conflict in respect of the performance of your duties.



 






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	 	b)	The
    terms of your appointment do not restrict you from accepting appointment as a director of any other company outside of the
    Company’s industry, providing consulting services or any other business or other activity whatsoever. The Company acknowledges
    and accepts your current roles as a director. You recognize that the services to be performed by you under this agreement
    are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Company’s
    goodwill that you agree, and accordingly, you do hereby agree and covenant, that during your term as director, you will not,
    directly or indirectly, except for the benefit of the Company:


 


	 	i.	become
    an officer, director, more than 2% stockholder, partner, associate, employee, owner, proprietor, agent, creditor, independent
    contractor, co-venturer or otherwise, or be interested in or associated with any other corporation, firm or business engaged
    in the same or any similar business competitive (Competing Business) with that of the Company (including the Company’s
    present and future subsidiaries and affiliates) (the “Business”); For clarity a “competing business”
    is defined as any health focused restaurant chain such as Freshii, True-food kitchen, First Watch or Snap Kitchen and similar
    concepts but excludes traditional QSR, limited service, full service, fast casual and other restaurant segments. Furthermore,
    a the Board member can obtain a waiver, in writing, of this clause by the majority vote of the Board members; or
	 	 	 
	 	ii.	solicit,
    cause or authorize, directly or indirectly, to be solicited for or on behalf of himself or third parties from parties who
    were customers of the Company (including its present and future subsidiaries and affiliates) at any time during your term,
    any business similar to the business transacted by the Company with such customer; or
	 	 	 
	 	iii.	accept
    or cause or authorize, directly or indirectly, to be accepted for or on behalf of your or third parties, business from any
    such customers of the Company (including its present and future subsidiaries and affiliates); or
	 	 	 
	 	iv.	solicit,
    or cause or authorize, directly or indirectly, to be solicited for employment for or on behalf of you or third parties, any
    persons who were at any time during your term hereunder, employees of the Company (including its present and future subsidiaries
    and affiliates); or
	 	 	 
	 	v.	employ
    or cause or authorize, directly or indirectly, to be employed for or on behalf of yourself or third parties, any such employees
    of the Company (including its present and future subsidiaries and affiliates); or
	 	 	 
	 	vi.	use
    the tradenames, trademarks, or trade dress of any of the products of the Company (including its present and future subsidiaries
    and affiliates); or any substantially similar tradename, trademark or trade dress likely to cause, or having the effect of
    causing, confusion in the minds of manufacturers, customers, suppliers and retail outlets and the public generally.


 


You
acknowledge the intention that the Company shall have the broadest possible protection of the value of its business consistent
with public policy, and it will not violate the intent of the parties if any court should determine that, consistent with established
precedent of the forum state, the public policy of such state requires a more limited restriction in geographical area or duration
of the aforesaid covenant not to compete, contained in an appropriate decree.


 


	 	c)	Except
    as permitted in this agreement or as approved by the Company, you will not (i) use any Confidential Information (as defined
    below) or (ii) disseminate or in any way disclose the Confidential Information to any person, firm, business or governmental
    agency or department. You may use the Confidential Information to perform your Duties for the benefit of Company. You shall
    treat all Confidential Information with the same degree of care as you accord to your own confidential information, but in
    no case shall you use less than reasonable care. You shall immediately give notice to Company of any unauthorized use or disclosure
    of the Confidential Information. You shall assist Company in remedying any the unauthorized use or disclosure of the Confidential
    Information. You agree not to communicate any information to Company in violation of the proprietary rights of any third party.


 






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“Confidential
Information” means (a) any technical and non-technical information related to the Company’s business and current,
future and proposed products and services of Company, including for example and without limitation, Company innovations, intellectual
property, and information concerning research, development, design details and specifications, financial information, procurement
requirements, engineering and manufacturing information, customer lists, business forecasts, sales information, marketing plans
and business plans, and provided, in each case, that each is marked as “confidential” or “proprietary”
and (b) any information that Company has received from others that may be made known to you and that Company is obligated to treat
as confidential or proprietary, and provided, in each case, that each is marked as “confidential” or “proprietary”.


 


	10.	Notices
    and Other Communications:


 


	 	a)	Service
    of Notices


 


A
notice, demand, consent, approval or communication under this letter (collectively a “Notice”) must be:


 


	 	i)	In
    writing and in English directed to the address advised by the recipient for notices, as varied by any notice; and
	 	 	 
	 	ii)	Hand
    delivered or sent by prepaid post, overnight courier, facsimile or electronic mail to the recipient. 


 


	 	b)	Effective
    on Receipt: A Notice given in accordance with section 7a takes effect when received (or at a later time specified in the Notice),
    and is taken to be received:


 


	 	i)	If
    hand delivered, on delivery;
	 	 	 
	 	ii)	If
    sent by prepaid post, two Business Days after the date of posting (or seven Business Days after the date of posting if posted
    to or from outside The United States of America);
	 	 	 
	 	iii)	If
    sent by facsimile, when the sender’s facsimile system generates a message confirming successful transmission of the
    entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not
    received the entire Notice;


 


but
if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to
be received at 9.00am on the Business Day after that delivery, receipt or transmission.


 


	11.	Miscellaneous


 


	 	a)	If
    there is any conflict in any section in this agreement with any employment agreement, the employment agreement section will
    supersede this agreement section. 
	 	 	 
	 	b)	Alterations:
    This letter may be altered only in writing signed by each party.
	 	 	 
	 	c)	Approvals
    and consents: Except where this letter expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally
    or withhold any approval or consent under this letter.
	 	 	 
	 	d)	Assignment:
    This letter may NOT be assigned by either party.
	 	 	 
	 	e)	Costs:
    Each party must pay its own costs of negotiating, preparing and executing this letter.


 






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	 	f)	Survival:
    Any indemnity in this letter is independent and survives termination of this letter. Any other provision by its nature intended
    to survive termination of this letter survives termination of this letter.
	 	 	 
	 	g)	Counterparts:
    This letter may be executed in counterparts. All executed counterparts constitute one document.
	 	 	 
	 	h)	No
    Merger: The rights and obligations of the parties under this letter do not merge on completion of any transaction contemplated
    by this letter.
	 	 	 
	 	i)	Entire
    Agreement: This letter constitutes the entire agreement between the parties in connection with its subject matter and supersedes
    all previous agreements or understandings between the parties in connection with its subject matter.
	 	 	 
	 	j)	Further
    Action: Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full
    effect to this letter and the transactions contemplated by it.
	 	 	 
	 	k)	Waiver:
    A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy.
    A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right,
    power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
	 	 	 
	 	l)	Relationship:
    Except where this letter expressly states otherwise, it does not create a relationship of employment, agency or partnership
    between the parties.
	 	 	 
	 	m)	Confidentiality:
    A party may only use the confidential information of another party for the purposes of this letter, and must keep the existence
    of this letter and the terms of it and the confidential information of another party confidential information except where:


 


	 	i)	The
    information is public knowledge (but not because of a breach of this letter) or the party has independently created the information;
    or
	 	 	 
	 	ii)	Disclosure
    is required by law or a regulatory body (including a relevant stock exchange).


 


	 	n)	Announcements:
    A public announcement in connection with this letter or a transaction contemplated by it must be agreed by the parties before
    it is made, except if required by law or a regulatory body (including a relevant stock exchange).


 


	12.	Insurance:
    The Company has directors’ and officers’ liability insurance under which you are covered in the US and elsewhere
    for all usual risks during the term of your appointment as the Director. The Company will maintain that cover for the full
    term of your appointment.
	 	 
	13.	Contract
    for Services: This is a contract for services and is not a contract of employment.



 


	14.	Governing
    Law: This agreement shall be governed by the laws of the State of Texas (without giving effect to choice of law principles
    or rules thereof that would cause the application of the laws of any jurisdiction other than the State of Texas) and the invalidity
    or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
    Any provision of this agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
    ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions
    hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such
    provision in any other jurisdiction.


 






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Please
sign the attached copy of this letter to indicate that you have read, understood and accept the terms of your appointment.


 


Yours
Sincerely,


 


Muscle
Maker, Inc.


 


	By:
    	 	 
	Name:
    	Michael
    J. Roper	 
	Title:
    	CEO
    – Muscle Maker, Inc.	 


 


Agreed
to and accepted by as of the date first set forth above:


 


	 	 


 




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