Exhibit
10.2


 


April
6, 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.


 


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.


 




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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 April 6, 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.


 


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.


 




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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.


 


[The
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:


 


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.]