Exhibit 10.3


 


November
17, 2021


 


Muscle
Maker Inc.


2600
South Shore Blvd.


Suite
300


League
City, TX, 77573


 


Dear
Mr. Michael Roper:


 


This
letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement
Agent”) and Muscle Maker Inc., a Nevada corporation (the “Company”), that the Placement Agent shall serve
as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement
(the “Placement”) of (i) shares (the “Shares”) of the Company’s common stock, par value $0.0001
per share (the “Common Stock”), (ii) warrants to purchase shares of Common Stock (the “Common Warrants”)
and (iii) pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants” and together with the
Shares and Common Warrants, the “Securities”). The Securities actually placed by the Placement Agent are referred
to herein as the “Placement Agent Securities.” The terms of the Placement shall be mutually agreed upon by the Company
and the purchaser of the Securities (the “Purchaser”), and nothing herein constitutes that the Placement Agent would
have the power or authority to bind the Company or the Purchaser, or an obligation for the Company to issue any Securities or complete
the Placement. The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable
best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase
the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of the Placement
Agent with respect to securing any other financing on behalf of the Company. The Placement Agent may retain other brokers or dealers
to act as sub-agents or selected-dealers on its behalf in connection with the Placement. Certain affiliates of the Placement Agent may
participate in the Placement by purchasing some of the Placement Agent Securities. The sale of Placement Agent Securities to the Purchaser
will be evidenced by a securities purchase agreement (the “Purchase Agreement”) between the Company and such Purchaser,
in a form reasonably acceptable to the Company and the Purchaser. Capitalized terms that are not otherwise defined herein have the meanings
given to such terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company will be available
to answer inquiries from the prospective Purchaser.


 


SECTION
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.


 


A.
Representations of the Company. With respect to the Placement Agent Securities, each of the representations and warranties (together
with any related disclosure schedules thereto) and covenants made by the Company to the Purchaser in the Purchase Agreement in connection
with the Placement, are hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as of the
date of this Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing,
the Company represents and warrants that there are no affiliations with any FINRA (as defined below) member firm among the Company’s
officers, directors or, to the knowledge of the Company, any five percent (5.0%) or greater securityholder of the Company, except as
set forth in the Purchase Agreement.


 




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B.
Covenants of the Company. The Company covenants and agrees to continue to retain (i) a firm of independent PCAOB registered public
accountants for a period of at least five (5) years after the Closing Date and (ii) a competent transfer agent with respect to the Common
Stock for a period of five (5) years after the Closing Date. In addition, from the date hereof until 90 days after the effectiveness
of the Registration Statement with the Commission (the “Restriction Period”), neither the Company nor any Subsidiary
shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common
Stock Equivalents.


 


SECTION
2. REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing
of FINRA, (ii) is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the United
States of America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will be a
corporate body validly existing under the laws of its place of incorporation, and (v) has full power and authority to enter into and
perform its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change in its
status with respect to subsections (i) through (v) above. The Placement Agent covenants that it will use its reasonable best efforts
to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.


 


SECTION
3. COMPENSATION. In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent
and/or its respective designees a cash fee of 8.0% of the aggregate gross proceeds raised from the sale of the Placement Agent Securities
(the “Cash Fee”). The Cash Fee shall be paid on the Closing Date. The Company shall not be required to pay the Placement
Agent any fees or expenses except for the Cash Fee, the reimbursement of up to $40,000 in legal expenses and clearing agent fees and
expenses; provided, that this sentence in no way limits or impairs the indemnification or contribution provisions contained herein. In
addition, the Company shall issue the Placement Agent (and/or its designees) on the Closing Date warrants (the “Placement Agent
Warrants”) to purchase shares of Common Stock in an amount equal to 4% of the Shares and shares of Common Stock issuable upon
exercise of the Warrants sold in the Placement. The Placement Agent Warrants shall be in substantially the form of Common Warrants sold
in the Placement, shall be exercisable, in whole or in part, commencing on a date which is six (6) months after the pricing of the Placement
and expiring on the five (5) year anniversary of the pricing of the Placement, at an initial exercise price per share of Common Stock
equal to 120% of the public offering price of each Share. The terms of the Placement Agent Warrants shall comply, in all respects with
the requirements of the Financial Industry Regulatory Authority, Inc. (“FINRA”). The Placement Agent reserves the
right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination shall be made
by FINRA to the effect that the Placement Agent’s aggregate compensation is in excess of FINRA Rules or that the terms thereof
require adjustment.


 


SECTION
4. INDEMNIFICATION.


 


A.
To the extent permitted by law, with respect to the Placement Agent Securities, the Company will indemnify the Placement Agent and its
affiliates, stockholders, directors, officers, employees, members and controlling persons (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including
the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this Agreement, except
to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment
(not subject to appeal) by a court of law to have resulted primarily and directly from the Placement Agent’s fraud, willful misconduct
or gross negligence in performing the services described herein.


 




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B.
Promptly after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to
which the Placement Agent is entitled to indemnity hereunder, the Placement Agent will notify the Company in writing of such claim or
of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation
it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial rights and
defenses. If the Company so elects or is requested by the Placement Agent, the Company will assume the defense of such action or proceeding
and will employ counsel reasonably satisfactory to the Placement Agent and will pay the fees and expenses of such counsel. Notwithstanding
the preceding sentence, the Placement Agent will be entitled to employ counsel separate from counsel for the Company and from any other
party in such action if counsel for the Placement Agent reasonably determines that it would be inappropriate under the applicable rules
of professional responsibility for the same counsel to represent both the Company and the Placement Agent. In such event, the reasonable
fees and disbursements of no more than one (1) such separate counsel will be paid by the Company, in addition to fees of local counsel.
The Company will have the right to settle the claim or proceeding provided that the Company will not settle any such claim, action or
proceeding without the prior written consent of the Placement Agent, which will not be unreasonably withheld. The Company shall not be
liable for any settlement of any action effected without its written consent, which will not be unreasonably withheld.


 


C.
The Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement
of any action or proceeding relating to a transaction contemplated by this Agreement.


 


D.
If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless,
then the Company shall contribute to the amount paid or payable by the Placement Agent as a result of such losses, claims, damages or
liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and
the Placement Agent on the other, but also the relative fault of the Company on the one hand and the Placement Agent on the other that
resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable
by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees
and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement
Agent’s share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by
the Placement Agent under this Agreement.


 


E.
These indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement
is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might otherwise
have to any indemnified party under this Agreement or otherwise.


 


SECTION
5. ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will commence on November 17, 2021 and continue through
the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination Date.” In the
event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary to terminate the engagement,
the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the engagement hereunder for any reason
prior to the Termination Date but will remain responsible for fees and expenses pursuant to Section 3 hereof and fees and expenses with
respect to the Placement Agent Securities, if sold in the Placement. Notwithstanding anything to the contrary contained herein, the provisions
concerning the Company’s obligation to pay any fees or expenses actually earned pursuant to Section 3 hereof and the provisions
concerning confidentiality, indemnification and contribution contained herein will survive any expiration or termination of this Agreement.
If this Agreement is terminated prior to the completion of the Placement, all fees or expenses due to the Placement Agent shall be paid
by the Company to the Placement Agent on or before the Termination Date (in the event such fees or expenses are earned or owed as of
the Termination Date). The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement
Agent by the Company for any purposes other than those contemplated under this Agreement.


 




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SECTION
6. PLACEMENT AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection
with this engagement is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required
by law, the Company will not disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s
prior written consent.


 


SECTION
7. NO FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by
any person or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company
acknowledges and agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties
or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention
of the Placement Agent hereunder, all of which are hereby expressly waived.


 


SECTION
8. CLOSING. The obligations of the Placement Agent, and the closing of the sale of the Placement Agent Securities hereunder
are subject to the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company contained
herein and in the Purchase Agreement, to the performance by the Company of its obligations hereunder and in the Purchase Agreement, and
to each of the following additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement
Agent:


 


A.
All corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of this
Agreement, the Placement Agent Securities, and all other legal matters relating to this Agreement and the transactions contemplated hereby
with respect to the Placement Agent Securities shall be reasonably satisfactory in all material respects to the Placement Agent.


 


B.
The Placement Agent shall have received from outside U.S. counsel to the Company each such counsel’s written opinion with respect
to the Placement Agent Securities, addressed to the Placement Agent and dated as of the Closing Date, in form and substance reasonably
satisfactory to the Placement Agent.


 


C.
The Placement Agent shall have received the Placement Agent Warrants.


 


D.
The Placement Agent shall have received customary certificates of the Company’s executive officers, as to the accuracy of the representations
and warranties contains in the Purchase Agreement, and a certificate of the Company’s secretary certifying that each of the Company’s
charter documents are true and complete, have not been modified and are in full force and effect; (ii) that the resolutions of the Company’s
Board of Directors relating to the Placement are in full force and effect and have not been modified; and (iii) as to the incumbency
of the officers of the Company.


 


E.
The Common Stock shall be registered under the Exchange Act and, as of the Closing Date, the Shares and the shares of Common Stock issuable
upon exercise of the Warrants shall be listed and admitted and authorized for trading on the Trading Market or other applicable U.S.
national exchange and satisfactory evidence of such action shall have been provided to the Placement Agent. The Company shall have taken
no action designed to, or likely to have the effect of terminating the registration of the Common Stock under the Exchange Act or delisting
or suspending from trading the Common Stock from the Trading Market or other applicable U.S. national exchange, nor has the Company received
any information suggesting that the Commission or the Trading Market or other U.S. applicable national exchange is contemplating terminating
such registration or listing.


 




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F.
No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Placement Agent Securities or materially and
adversely affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order
or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which
would prevent the issuance or sale of the Placement Agent Securities or materially and adversely affect or potentially and adversely
affect the business or operations of the Company.


 


G.
The Company shall have entered into a Purchase Agreement with the Purchaser of the Placement Agent Securities and such agreement shall
be in full force and effect and shall contain representations, warranties and covenants of the Company as agreed upon between the Company
and the Purchaser.


 


H.
FINRA shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,
the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s
behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rules 5110 and 5190 with respect to the Placement
and pay all filing fees required in connection therewith.


 


If
any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, all obligations
of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice of such
cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.


 


SECTION
9. GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York
applicable to agreements made and to be performed entirely in such State, without regard to its conflict of laws principles. This Agreement
may not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure
to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect
to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under
this Agreement may be brought into the courts of the State of New York or into the Federal Court located in New York, New York and, by
execution and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally,
the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to
such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of this Agreement, then the
prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 




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SECTION
10. ENTIRE AGREEMENT/MISCELLANEOUS. This Agreement embodies the entire agreement and understanding between the parties hereto,
and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is
determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any
other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified
or waived except by an instrument in writing signed by both the Placement Agent and the Company. The representations, warranties, agreements
and covenants contained herein shall survive the Closing Dates of the Placement and delivery of the Placement Agent Securities. This
Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format
file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile or .pdf signature page were an original thereof.


 


SECTION
12. NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication
is sent to the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day,
(b) the next business day after the date of transmission, if such notice or communication is sent to the email address on the signature
pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third
business day following the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon actual receipt
by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the
signature pages hereto.


 


SECTION
13. Press Announcements. The Company agrees that the Placement Agent shall,
on and after the Closing Date, have the right to reference the Placement and the Placement Agent’s role in connection therewith
in the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and
journals, in each case at its own expense.


 


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remainder of this page has been intentionally left blank.]


 




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Please
confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy of this
Agreement.


 


	 	Very
    truly yours,
	 	 
	 	A.G.P./ALLIANCE
    GLOBAL PARTNERS
	 	 	                                           
	 	By:
    	/s/
    Thomas J. Higgins
	 	Name:
    	Thomas
    J. Higgins
	 	Title:
    	Managing
    Director
	 	 
	 	Address
    for notice:
	 	 
	 	590
    Madison Avenue 28th Floor
	 	New
    York, New York 10022
	 	Attn:
    Thomas J. Higgins
	 	Email:
    thiggins@allianceg.com  


 


Accepted
and Agreed to as of


the
date first written above:


 


	Muscle
    Maker Inc.	 
	 	 	 
	By:
    	/s/
    Michael Roper	 
	Name:	Michael
    Roper	 
	Title:	CEO	 


 


Address
for notice:


 


2600
South Shore Blvd.


Suite
300


League
City, TX, 77573


 


[Signature
Page to Placement Agency Agreement.]