COMMON STOCK PURCHASE WARRANT SADOT GROUP INC. (F/K/A MUSCLE MAKER INC.)Common Stock Purchase Warrant • July 27th, 2023 • Sadot Group Inc. • Retail-eating & drinking places
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Altium Growth Fund, LP or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 28, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 18, 2026 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Sadot Group Inc. (f/k/a Muscle Maker Inc.), a Nevada corporation (the “Company”), up to TWO MILLION ONE HUNDRED FIFTY THREE THOUSAND THREE HUNDRED NINE (2,153,309) shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant was issued pursuant to Warrant Exercise Agreement, dated as of July 27, 2023, by and between the Company, the Holder and other purchasers signatory thereto (as may be amended, amended and restated, supplemented or oth
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2021 • Muscle Maker, Inc. • Retail-eating & drinking places
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 17, 2021, between Muscle Maker, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT among MUSCLE MAKER, INC. and ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters MUSCLE MAKER, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 11th, 2020 • Muscle Maker, Inc. • Retail-eating & drinking places • New York
The undersigned, Muscle Maker, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) and set forth on Schedule 4 attached hereto, as being subsidiaries or affiliates of Muscle Maker, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the Underwriters named in Schedule 1 hereto (the “Representative” and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 22nd, 2021 • Muscle Maker, Inc. • Retail-eating & drinking places • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 17, 2021, between Muscle Maker Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature page hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SADOT GROUP INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of _______, 20 Debt SecuritiesIndenture • August 29th, 2024 • Sadot Group Inc. • Retail-eating & drinking places • New York
Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
MUSCLE MAKER, INC COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • November 16th, 2017 • Muscle Maker, Inc. • Retail-eating & drinking places • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Tripoint Global Equities, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days after the qualification date of the Offering Statement (the “Initial Exercise Date”) and on or before the close of business on the five (5) year anniversary of the qualification date of the Offering Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Muscle Maker, Inc, a California corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Muscle Maker Inc.Placement Agent Agreement • November 22nd, 2021 • Muscle Maker, Inc. • Retail-eating & drinking places • New York
PLACEMENT AGENT WARRANT MUSCLE MAKER INC.Placement Agent Agreement • November 22nd, 2021 • Muscle Maker, Inc. • Retail-eating & drinking places
THIS PLACEMENT AGENT WARRANT TO PURCHASE SHARES OF COMMON STOCK (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 22, 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 17, 2026 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Muscle Maker Inc., a Nevada corporation (the “Company”), up to [ ] ([ ]) shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant was issued pursuant to Section 3 of that certain Placement Agency Agreement, dated as of November 17, 2021, by and between the Company and the Holder (as may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Placement Agency Ag
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • September 26th, 2023 • Sadot Group Inc. • Retail-eating & drinking places • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of September 22, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and SADOT GROUP INC., a company incorporated under the laws of the state of Nevada (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • August 28th, 2020 • Muscle Maker, Inc. • Retail-eating & drinking places • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●] [DATE THAT IS ONE HUNDRED EIGHTY (180) DAYS FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [●] [DATE THAT IS FIVE (5) YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2023 • Sadot Group Inc. • Retail-eating & drinking places
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of September 22, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and SADOT GROUP INC., a company incorporated under the laws of the state of Nevada (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 12th, 2021 • Muscle Maker, Inc. • Retail-eating & drinking places • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 7, 2021, between Muscle Maker Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
MUSCLE MAKER, INC Maximum: 3,076,920 Shares of Common Stock no par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • March 26th, 2018 • Muscle Maker, Inc. • Retail-eating & drinking places • New York
Muscle Maker, Inc., a California corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell up to a maximum of 3,076,920 shares of its common stock, no par value per share (the “Common Stock”),at an offering price of $3.25 per share, to investors (collectively, the “Investors”) in an initial public offering (the “Offering”) pursuant to Regulation A through Tripoint Global Equities, LLC and its online division, Banq®, as managing selling agent (the “Managing Agent”) and Cambria Capital, LLC (the “Lead Agent” and, together with the Managing Agent, , the “Selling Agents” or, individually, a “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • March 30th, 2017 • Muscle Maker, Inc. • California
The securities offered hereby are highly speculative. Investing in shares of Muscle Maker, Inc involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following this offering, it may not continue.
SUBSCRIPTION AGREEMENT (BANQ® Subscribers) Common Stock In Muscle Maker, IncSubscription Agreement • February 14th, 2018 • Muscle Maker, Inc. • Retail-eating & drinking places • California
This Subscription Agreement relates to my/our agreement to purchase ________ shares of common stock, no par value per share (the “Shares”), to be issued by Muscle Maker, Inc, a California corporation (the “Company”), for a purchase price of $3.25 per Share, for a total purchase price of $___________ (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated ____________, 2018 (the “Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
CLOSING ESCROW AGREEMENTClosing Escrow Agreement • February 14th, 2018 • Muscle Maker, Inc. • Retail-eating & drinking places • Delaware
This CLOSING ESCROW AGREEMENT (this “Agreement”) dated as of this 2nd day of October 2017 by and among Muscle Maker, Inc, a California corporation (the “Company”), having an address at 2200 Space Park Drive, Suite 310, Houston, Texas 77058; TriPoint Global Equities, LLC, having an address at 1450 Broadway, 26th Floor, New York, NY 10018 (“Placement Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”), with its principal corporate trust office at 1100 North Market Street, Wilmington, Delaware 19890.
API AND DATA LICENSE AGREEMENTApi and Data License Agreement • March 30th, 2017 • Muscle Maker, Inc.
This API and Data License Agreement (“Agreement”) applies to your access to, and use of, the content, documentation, code, data and related materials made available by Direct Transfer, LLC. (“Direct Transfer”) to you (collectively, the “Content”), including through the use of the Direct Transfer application programming interface (the “API”, together with Content, “Direct Transfer Materials”). By using any Direct Transfer Materials, you agree to this Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 18th, 2022 • Muscle Maker, Inc. • Retail-eating & drinking places • Texas
This Executive Employment Agreement (the “Agreement”) is made and entered into as of November 16, 2022, by and between MUSCLE MAKER, INC., a Nevada corporation (the “Company”), and Kevin Mohan (the “Executive”).
ContractWarrant Agreement • November 6th, 2018 • Muscle Maker, Inc. • Retail-eating & drinking places • New York
THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS AND THE RULES AND REGULATIONS THEREUNDER.
Restricted Stock AgreementRestricted Stock Agreement • September 21st, 2017 • Muscle Maker, Inc. • Retail-eating & drinking places • California
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of May 3, 2017 (the “Grant Date”) by and between Muscle Maker, Inc, a California corporation (the “Company”), and Grady Metoyer [Employee or Consultant] (the “Grantee”).
SUBSCRIPTION AGREEMENT Common Stock In Muscle Maker, IncSubscription Agreement • February 14th, 2018 • Muscle Maker, Inc. • Retail-eating & drinking places • California
This Subscription Agreement relates to my/our agreement to purchase of shares of common stock, no par value per share (the “Shares”), to be issued by Muscle Maker, Inc, a California corporation (the “Company”), for a purchase price of $3.25 per Share, for a total purchase price of the number of shares times the price per share (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Final Offering Circular for the sale of the Shares, dated ________, 2018 (the “Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Circular.
Dear Kenn, February 9, 2022Employment Agreement • February 11th, 2022 • Muscle Maker, Inc. • Retail-eating & drinking places • Texas
On behalf of Muscle Maker, Inc., I would like to extend an offer of employment for the position of Chief Operations Officer (“COO”) of Muscle Maker, Inc. and its subsidiaries (“Company”). As you are aware, you are currently working under an employment contract with the organization which expires on February 13, 2022. This letter serves as a formal offer and the terms of your employment (this “Letter Agreement”). This Letter Agreement would become effective on February 14, 2022.
Muscle Maker, Inc Employment AgreementEmployment Agreement • February 14th, 2018 • Muscle Maker, Inc. • Retail-eating & drinking places • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the Effective Date (as defined below), by and between Ferdinand Groenewald (“Employee”) and Muscle Maker, Inc, a California corporation (the “Company”). The Employee and the Company are sometimes referred to herein, each individually as a “Party” or collectively as the “Parties”.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 21st, 2017 • Muscle Maker, Inc. • Retail-eating & drinking places • California
This Indemnification Agreement (the “Agreement”) is made and entered into as of [___________], 2017 between Muscle Maker, Inc., a California corporation (the “Company”), and [___________] (“Indemnitee”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • November 6th, 2018 • Muscle Maker, Inc. • Retail-eating & drinking places • New York
This SECURITY AND PLEDGE AGREEMENT, dated as of September __, 2018 (this “Agreement”), is among Muscle Maker, Inc., a California corporation (the “Company”), any subsidiary of the Company that is a signatory hereto either now or joined in the future, if any, (such subsidiaries, the “Guarantors,” and together with the Company, the “Debtors” and each, a “Debtor”), and the holder of the Company’s 15% Senior Secured Convertible Promissory Note (the “Lender”) , in the original aggregate principal amount of up to $4,000,000 (the “Note”) signatory hereto (including such Lenders that become a party to this Agreement subsequent to the date hereof), their endorsees, transferees and assigns (collectively, the “Secured Parties”).
Muscle Maker, Inc Employment AgreementEmployment Agreement • November 6th, 2018 • Muscle Maker, Inc. • Retail-eating & drinking places • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the Effective Date (as defined below), by and between Michael J. Roper (“Employee”) and Muscle Maker, Inc, a California corporation (the “Company”). The Employee and the Company are sometimes referred to herein, each individually as a “Party” or collectively as the “Parties”.
GLOBAL GUARANTY AGREEMENTGlobal Guaranty Agreement • September 26th, 2023 • Sadot Group Inc. • Retail-eating & drinking places • New York
This Guaranty is made as of September 22, 2023, by SADOT LLC, a Delaware limited liability company (“Sadot LLC”) and Sadot LATAM LLC (“Sadot LATAM” and collectively with Sadot LLC the “Guarantors”) in favor of YA II PN, LTD. (“YA II” or the “Creditor”), with respect to all obligations of SADOT GROUP INC. (the “Debtor”) owed to the Creditor.
SENIOR CONVERTIBLE NOTESenior Convertible Note • December 4th, 2024 • Sadot Group Inc. • Retail-eating & drinking places • New York
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), MICHAEL ROPER, A REPRESENTATIVE OF THE COMPANY HEREOF WILL, BEGINNING TEN (10) DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). MICHAEL ROPER MAY BE REACHED AT MICHAEL.ROPER@SADOTCO.COM.
CONVERTIBLE PROMISSORY NOTE AND WARRANTSConvertible Promissory Note • September 21st, 2017 • Muscle Maker, Inc. • Retail-eating & drinking places
FOR VALUE RECEIVED, the undersigned maker(s) Muscle Maker, Inc, a California corporation having an address of 2200 Space Park Drive, Suite 310, Houston, Texas 77058 (“MMI”), (the “Borrower”), promises to pay to the order of _____________________, an individual investor having an address of ________________________________ (“Investor”), at such address or at such other place as the Investor or subsequent holder of this Promissory Note (the “Lender”) in the sum of ___________________, to be paid with interest of 10%.
Services Agreement Dated as of November 14, 2022Services Agreement • November 18th, 2022 • Muscle Maker, Inc. • Retail-eating & drinking places • Delaware
This Services Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between (i) Muscle Maker, Inc., a Nevada corporation (“Muscle Maker”); (ii) Sadot LLC, a Delaware limited liability company and a wholly owned subsidiary of Muscle Maker (“Sadot”); and (iii) AGGIA LLC FZ, a company organized under the laws of United Arab Emirates (“Aggia”). Each of Muscle Maker, Sadot and Aggia may be referred to herein individually as a “Party” and collectively as the “Parties”.
DATED PUT AND CALL OPTION AGREEMENT OVERLANDPut and Call Option Agreement • May 22nd, 2023 • Muscle Maker, Inc. • Retail-eating & drinking places
The Purchaser has agreed to grant the Owner a put option to require the Purchaser to buy 70% the Lands in the event that the Purchaser does not exercise the call option within a period of one (1) year from the date of the execution of this agreement.
Confidential Material Omitted – To be filed separately with the Securities and Exchange Commission upon request. Double asterisks denote omissions. MASTER DISTRIBUTION AGREEMENTMaster Distribution Agreement • November 15th, 2019 • Muscle Maker, Inc. • Retail-eating & drinking places • Texas
This Agreement governs Sysco’s distribution services for Primary Customer, Related Customers and their respective Customer Locations that are located within the service areas of the Operating Companies listed in Schedule 1 (collectively, the “Service Area”). The margin schedule set forth in Schedule 2 is applicable to deliveries to Customer Locations located within the Service Areas.
AMENDMENT NO. 2 TO ESCROW AGREEMENTEscrow Agreement • February 14th, 2018 • Muscle Maker, Inc. • Retail-eating & drinking places
This AMENDMENT, dated as of February 10, 2018 (the “Amendment”), by and among Muscle Maker, Inc, a California corporation (the “Company”), having an address at 2200 Space Park Drive, Suite 310, Houston, Texas 77058; TriPoint Global Equities, LLC, having an address at 1450 Broadway, 26th Floor, New York, NY 10018 (“Placement Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”) with its principal corporate trust office at 1100 North Market Street, Wilmington, Delaware 19890.
Muscle Maker, Inc Employment AgreementEmployment Agreement • May 10th, 2019 • Muscle Maker, Inc. • Retail-eating & drinking places • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the Effective Date (as defined below), by and between Aimee Infante (“Employee”) and Muscle Maker, Inc, a California corporation (the “Company”). The Employee and the Company are sometimes referred to herein, each individually as a “Party” or collectively as the “Parties”.
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • July 27th, 2023 • Sadot Group Inc. • Retail-eating & drinking places
This Warrant Exercise Agreement (this “Agreement”), dated as of July 27, 2023 (the “Effective Date”, is by and between Sadot Group Inc. (f/k/a Muscle Maker Inc.) (a/k/a Sadot Group Inc.), a Nevada corporation (the “Company”), and the undersigned holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”).
