What changed in this filing

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Item 9A. Controls and Procedures

2023-03-21 compared with 2022-03-17 · 2119 added, 2191 removed, 857 unchanged (83% of the section changed)

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Under the supervision and with the participation of

our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls

and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), as of the year ended December 31, 2021.

Based on this evaluation, our Chief Executive Officer and Chief Financial

Officer concluded that as of such date our disclosure controls and procedures are effective in recording, processing, summarizing and

reporting, on a timely basis, information requested to be disclosed by us in our reports that we file or submit under the Exchange Act.

Management’s Report on Internal Control over

Financial Reporting

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities

Exchange Act of 1934, as amended).

Our management assessed the effectiveness of our internal control over financial reporting as of December

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO) in the 2013 Internal Control-Integrated Framework.

Our management has concluded that, as of December 31, 2021, our internal

control over financial reporting is effective based on these criteria.

Changes in Internal Control over Financial Reporting

Expect as set forth below there were no changes in

our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal

control over financial reporting.

Increased staffing in accounting allowing proper segregation of duties and the Company’s ability to gather, analyze and properly reviewed information related to financial reporting in a timely manner.

The Company enhanced internal controls the process relating to new contracts or transactions to effective communication and recording.

Controls and Procedures

the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted

an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15€ promulgated under the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), as of the year ended December 31, 2022.

Based on this evaluation,

our Chief Executive Officer and Chief Financial Officer concluded that as of such date our disclosure controls and procedures are effective

in recording, processing, summarizing and reporting, on a timely basis, information requested to be disclosed by us in our reports that

we file or submit under the Exchange Act.

Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)

promulgated under the Securities Exchange Act of 1934, as amended).

Our management assessed the effectiveness of our internal control

over financial reporting as of December 31, 2022.

In making this assessment, our management used the criteria set forth by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control-Integrated Framework.

Our management has concluded

that, as of December 31, 2022, our internal control over financial reporting is effective based on these criteria.

in Internal Control over Financial Reporting

Company has added and will continue to add additional internal control procedures, additional resources and software to increase the

internal control aspects of the company as we integrate our Sadot subsidiary into the overall business.

Other than above changes,

there were no other changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and

15d-15(f) under the Exchange Act) during the year ended December 31, 2022, that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

OTHER INFORMATION

On May 4, 2021, Mr.

Southall III resigned from the

compensation committee.

On May 10, 2021, the Board appointed Major General (ret) Malcolm Frost to the compensation committee and added

Philip Balatsos as an additional member to the compensation committee.

On August 19,

2021, the Company was informed that Peter S.

Petrosian, a member of the Company’s Board of Directors, passed away.

an independent director, was a member of the audit committee at the time of his passing.

Menchik, an independent director of the

Company, was appointed to the audit committee to fill the vacancy resulting from Mr.

Petrosian’s death.

The Company is extremely

grateful for Mr.

Petrosian’s dedication and service to the Company.

The Company’s management and Board of Directors extends

its sincerest condolences to Mr.

Petrosian’s family.

December 27, 2022, the Board appointed Benjamin Petel to the Board of Directors.

February 2, 2023, the Board appointed Na Yeon (“Hannah”) Oh and Ray Shankar to the Board of Directors, effective March 1, 2023.

The Company held a Special

Meeting on February 28, 2023.

Of the 29,318,520 shares of Common Stock outstanding on January 19, 2023, the record date, 17,201,755 shares

were represented at the Special Meeting, in person or by proxy, constituting a quorum.

At the meeting, the shareholders approved (i) the

Services Agreement (the “Services Agreement”) whereby Sadot LLC, a Delaware limited liability company and a wholly owned subsidiary

of the Company (“Sadot”) engaged Aggia LLC FC, a company formed under the laws of United Arab Emirates (“Aggia”),

to provide certain advisory services to Sadot for creating, acquiring and managing Sadot’s business of wholesaling food and engaging

in the purchase and sale of physical food commodities (the “Sadot Transaction”);

amendment of the Company’s articles of incorporation to increase the number of authorized shares of common stock from 50,000,000

to 150,000,000;

(iii) for purposes of complying with NASDAQ Listing Rule 5635(b), the issuance of the Shares pursuant to the Services

Agreement entered between the Company, Sadot and Aggia representing more than 20% of our common stock outstanding, which would result

in a “change of control” of the Company under applicable Nasdaq listing rules;

(iv) for purposes of complying with NASDAQ

Listing Rule 5635(c), the issuance of up to 14,424,275 Shares of Common Stock to Aggia pursuant to the Services Agreement and net income

generated thresholds;

(v) the right of Aggia to nominate up to eight directors to the Board of Directors subject to achieving net income

thresholds as set forth in the Services Agreement;

and (vi) the adoption of the 2023 Equity Incentive Plan.

March 2, 2023, the Company filed a Certificate of Amendment to its Articles of Incorporation, as amended, with the Secretary of State

of the State of Nevada to increase the number of authorized shares of the Company’s common stock from 50,000,000 to 150,000,000

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Board of Directors and Executive Officers

Our directors hold office until their successors are

elected and qualified, or until their deaths, resignations or removals.

Our executive officers hold office at the pleasure of our board

of directors, or until their deaths, resignations or removals.

As of March 16, 2022, our current directors

and executive officers and their ages are:

Principal Positions Held With Us

Kevin Mohan (1)

of Directors and Executive Officers

directors hold office until their successors are elected and qualified, or until their deaths, resignations or removals.

Our executive

officers hold office at the pleasure of our board of directors, or until their deaths, resignations or removals.

of March 21, 2023, our current directors and executive officers and their ages are:

Positions Held With Us

Chief Investment Officer and Chairman of the Board

4 unchanged sentences

Chief Financial Officer

Ferdinand Groenewald

Chief Accounting Officer

Aimee Infantee

Aimee Infante

Chief Marketing Officer

Southall III (3)

Jeff Carl (5)

Major General (Ret) Malcolm B.

Philip Balatsos (7)

General (Ret) Malcolm B.

Na Yeon (“Hannah”)

Mohan serves as the Chairman of the Board.

2 unchanged sentences

Menchik serves as the Chairman of the Governance Committee and is a member of the Audit Committee.

Carl serves as the Chairman of the Compensations Committee and is a member of the Governance Committee.

Carl serves as the Chairman of the Compensations Committee and is a member of the Governance

Frost serves as a member of the Compensation Committee.

Balatsos serves as a member of the Compensation and Audit Committee.

Executive Officers

Kevin Mohan .

Mohan has served as

Chairman of the Board and a director of Muscle Maker, Inc.

Mohan has served as Chairman of the Board and a director of Muscle

since April 16, 2018.

From April, 2018 through May, 2018, he also served as our

Interim President.

He has also served as the Chief Investment Officer since May, 2018.

From June 2012 through January, 2018, Mr.

served as the VP of Capital Markets for American Restaurant Holdings, Inc., a company focused on acquiring and expanding fast casual restaurant

Based on his experience we have deemed Mr.

to serve on the Board and as Chairman of the Board.

Roper has served as Chief

Executive Officer, of Muscle Maker, Inc.

From April 16, 2018 through May 1, 2018, he also served as our Interim President.

He has also served

as the Chief Investment Officer since September 17, 2018.

From June 2012 through March 2017, Mr.

Mohan served as the VP of Capital Markets

for American Restaurant Holdings, Inc., a company focused on acquiring and expanding fast-casual restaurant brands.

on his experience we have deemed Mr.

Mohan fit to serve on the Board and as Chairman of the Board.

Roper has served as Chief Executive Officer, of Muscle Maker, Inc.

since May 1, 2018.

Roper has unique experience ranging from owning and operating several

franchise locations through the corporate executive levels.

From May 2015 through October 2017, Mr.

Roper served as Chief Executive Officer

of Taco Bueno where he was responsible for defining strategy and providing leadership to 162 company-owned and operated locations along

with 23 franchised locations.

Roper has unique experience

ranging from owning and operating several franchise locations through the corporate executive levels.

From May 2015 through October 2017,

Roper served as Chief Executive Officer of Taco Bueno where he was responsible for defining strategy and providing leadership to

162 company-owned and operated locations along with 23 franchised locations.

From March 2014 through May 2015, Mr.

Roper served as the Chief Operating Officer of Taco Bueno and from

July 2013 through March 2014 as the Chief Development and Technology Officer of Taco Bueno.

Roper served as the

Chief Operating Officer of Taco Bueno and from July 2013 through March 2014 as the Chief Development and Technology Officer of Taco Bueno.

Prior to joining Taco Bueno, Mr.

a franchise owner and operator of a IMS Barter franchise and held several roles with Quiznos Sub from 2000 to 2012 starting as a franchise

owner and culminating in his appointment as the Chief Operating Officer/Executive Vice President of Operations in 2009.

Roper received

a Bachelor of Science in Business and General Management from Northern Illinois University.

Based on his education and extensive experience in

the restaurant/franchise industry, we have deemed Mr.

Roper fit to serve as our principal executive officer.

Kenneth Miller.

Miller has served as Chief

Operating Officer of Muscle Maker, Inc.

Roper was a franchise owner and operator of a IMS Barter franchise and held several roles with Quiznos

Sub from 2000 to 2012 starting as a franchise owner and culminating in his appointment as the Chief Operating Officer/Executive Vice

President of Operations in 2009.

Roper received a Bachelor of Science in Business and General Management from Northern Illinois University.

on his education and extensive experience in the restaurant/franchise industry, we have deemed Mr.

Roper fit to serve as our principal

executive officer.

Miller has served as Chief Operating Officer of Muscle Maker, Inc.

since September 26, 2018.

Miller has served in the restaurant business for an extensive portion

of his career.

Prior to joining us as Chief Operating Officer in September, 2018, Mr.

Miller served as the Senior Vice President of Operations

for Dickey’s BBQ Restaurant from April 2018 through September 2018 and in various capacities with Taco Bueno Restaurants, LP from

October 2013 through April 2018 culminating in the position of Senior Vice President of Operations.

Miller received a Bachelor of

Arts in Business/Exercise Science from Tabor College in 1991.

Based on his education and extensive experience in

the restaurant/franchise industry, we have deemed Mr.

Miller fit to serve as our Chief Operating Officer.

Jennifer Black .

Black is an experienced Chief Financial Officer with a demonstrated history of working with public and private equity backed organizations.

Miller has served

in the restaurant business for an extensive portion of his career.

Prior to joining us as Chief Operating Officer in September 2018,

Miller served as the Senior Vice President of Operations for Dickey’s BBQ Restaurant from April 2018 through September

2018 and in various capacities with Taco Bueno Restaurants, LP from October 2013 through April 2018 culminating in the position of

Senior Vice President of Operations.

Miller received a Bachelor of Arts in Business/Exercise Science from Tabor College in

on his education and extensive experience in the restaurant/franchise industry, we have deemed Mr.

Miller fit to serve as our Chief Operating

Black has served as Chief Financial Officer of Muscle Maker, Inc.

January 2, 2022.

Black is an experienced Chief Financial Officer with a demonstrated history of working with public and private

equity backed organizations.

Prior to joining the Company, from September 2018 through December 2021, Ms.

Black served as the Chief Financial Officer for Eagle Pressure

Control LLC (“Eagle”) and Talon Pressure Control, oilfield service companies.

From October 2015 through September 2018, Ms.

Black served as the Controller for AG Resource Management, a private equity backed agriculture lending company, and as the Controller

for Basic Energy Services, an oil and gas services company, from January 2013 through October 2015.

Black has also held various other

roles including Vice President of SEC reporting with OMNI American Bank and Audit Manager with RSM McGladrey.

In November 2020, Eagle,

as a result of various events including an oil and gas work related incident, decline of oil and gas prices and the impact from COVID-19,

filed for bankruptcy protection under Subchapter V under Chapter 11 in the US Bankruptcy Court, Southern District of Texas (Houston) (Bankruptcy

Black is a Certified Public Accountant and a Chartered Global Management Accountant.

Black received a Master

of Business Administration from Jack Welch Management Institute in 2018 and Bachelor of Science in Accounting and Finance from Texas Tech

University in 2003.

Based on her education and extensive experience in

the financial and accounting industries, we have deemed Ms.

Black fit to serve as our Chief Financial Officer.

Ferdinand Groenewald.

Groenewald has served

as the Chief Accounting Officer of Muscle Maker, Inc.

since January 2022.

Groenewald previously served as our Chief Financial Officer

of Muscle Maker, Inc.

from September 2018 through January 2022.

Groenewald had previously served as our Vice President of Finance,

Principal Financial Officer and Principal Accounting Officer, Muscle Maker Development, LLC and Muscle Maker Corp., LLC from January 25,

2018 through May 29, 2018.

In addition, Mr.

Groenewald has served as our controller from October 2017 through May 29, 2018.

is a certified public accountant with significant experience in finance and accounting.

From July 2018 through August 2018, Mr.

serves as senior financial reporting accountant of Wrinkle Gardner & Company, a full service tax, accounting and business consulting

From February 2017 to October 2017, Mr.

Groenewald served as Senior Financial Accounting Consultant at Pharos Advisors, Inc.

a broad range of industries.

From November 2013 to February 2017, he served as a Senior Staff Accountant at Financial Consulting Strategies,

LLC where he provided a broad range of accounting, financial reporting, and pre-auditing services to various industries.

From August 2015

to December 2015, Mr.

Groenewald served as a Financial Reporting Analyst at Valley National Bank.

Groenewald holds a Bachelor of Science

in accounting from the University of South Africa.

Based on his education and extensive experience in

the financial and accounting industries, we have deemed Mr.

Groenewald fit to serve as our Chief Accounting Officer.

Aimee Infante.

Infante has served in various

roles with us since 2014 starting as Marketing and Communications Manager in October 2014 and then as a Marketing Director from February

2015 through April 2016.

Infante was then promoted to Vice President of Marketing in April 2016 prior to her appointment as Chief

Marketing Officer in May 2019.

Prior to joining us, Ms.

Infante served in various marketing roles including Regional Marketing Manager

for Qdoba Mexican Grill from November 2010 through April 2014.

Black served as the Chief Financial

Officer for Eagle Pressure Control LLC (“Eagle”) and Talon Pressure Control, oilfield service companies.

From October 2015

through September 2018, Ms.

Black served as the Controller for AG Resource Management, a private equity backed agriculture lending company,

and as the Controller for Basic Energy Services, an oil and gas services company, from January 2013 through October 2015.

also held various other roles including Vice President of SEC reporting with OMNI American Bank and Audit Manager with RSM McGladrey.

In November 2020, Eagle, as a result of various events including an oil and gas work related incident, decline of oil and gas prices

and the impact from COVID-19, filed for bankruptcy protection under Subchapter V under Chapter 11 in the US Bankruptcy Court, Southern

District of Texas (Houston) (Bankruptcy Petition #:

Black is a Certified Public Accountant and a Chartered Global Management

Black received a Master of Business Administration from Jack Welch Management Institute in 2018 and Bachelor of Science

in Accounting and Finance from Texas Tech University in 2003.

on her education and extensive experience in the financial and accounting industries, we have deemed Ms.

Black fit to serve as our Chief

Financial Officer.

Infante has served as the Chief Marketing Officer of Muscle Maker,

since May 6, 2019.

Infante had previously served as the Vice President of Marketing of each of Muscle Maker Development, LLC

and Muscle Maker Corp., LLC since August 25, 2017 and September 15, 2017, respectively.

From June 6, 2017 to September 15, 2017, she was

the Vice President of Marketing of Muscle Maker Brands Conversion, Inc.

From February 2016 through June 5, 2017, she served as the Vice

President of Marketing of Muscle Maker Brands, LLC, which converted into Muscle Maker Brands Conversion, Inc.

on June 6, 2017.

2015 through January 2016, Ms.

Infante served as our Director of Marketing of Muscle Maker Brands.

Infante was Director of Marketing

of Muscle Maker Franchising from October 2014 to January 2015.

Infante was employed by Qdoba Mexican Grill in Denver, Colorado from

November 2010 to April 2014, serving as Regional Marketing Specialist from November 2010 to October 2012 and Marketing Manager from October

2012 to April 2014.

Infante holds a Bachelor of Science in Marketing from Rider University.

Based on her education and extensive experience in

the restaurant/franchise industry, we have deemed MS.

Infant fit to serve as our Chief Marketing Officer.

Spanos has served as

director of Muscle Maker, Inc.

on her education and extensive experience in the restaurant/franchise industry, we have deemed Ms.

Infante fit to serve as our Chief

Marketing Officer.

Spanos has served as director of Muscle Maker, Inc.

since February 2020.

Since 2013, Mr.

Spanos has provided financial and accounting consulting services for

both privately held and public companies.

Spanos has provided financial

and accounting consulting services for both privately held and public companies.

From 2009 to 2013, Mr.

Spanos served as the Chief Financial Officer of Orion Seafood International,

Inc., a marketer of frozen lobster products, and as the Controller of Reef Point Systems, a provider of security solutions for converged

wireless and wireline networks in the United States, from 2005 to 2013.

Spanos served as an audit manager for BDO USA, LLP and as

an auditor for Ernst & Young.

Spanos received his MBA and BS in Business Administration, Accounting and Financing in 1995 and

1985, respectively, from Boston University.

Based on his education and extensive experience in

financial and accounting matters, we have deemed that Mr.

Spanos is fit to serve on the Board.

Spanos served as the Chief Financial

Officer of Orion Seafood International, Inc., a marketer of frozen lobster products, and as the Controller of Reef Point Systems, a provider

of security solutions for converged wireless and wireline networks in the United States, from 2005 to 2013.

Spanos served as an audit

manager for BDO USA, LLP and as an auditor for Ernst & Young.

Spanos received his MBA and BS in Business Administration, Accounting

and Financing in 1995 and 1985, respectively, from Boston University.

on his education and extensive experience in financial and accounting matters, we have deemed that Mr.

Spanos is fit to serve on the

Southall III .

served as director of Muscle Maker, Inc.

since February 2017.

He has over 35 years of experience managing construction and land developing

From December 1997 until December 2017 he was the President of a custom home building company.

From March 2011 to current,

Southall has been the President of Third Generation Builders, Inc.

In addition, since 2001, Mr.

Southall has been the President of

Southall Landings Marina, Inc., a 189 boat slip marina complex.

His involvement in the marina business led him to co-found a local Waterway

He has diversely invested across multiple sectors including private placements, oil & gas, real estate, restaurant businesses

and commodities.

Southall is an advocate of a healthy approach to the food industry and the restaurant business.

Based on his vast business and financial experience

with real estate and restaurants, we have deemed Mr.

Southall has served as director of Muscle Maker, Inc since February

He has over 35 years of experience managing construction and land developing businesses.

He was the President of a Custom Home Building

Company for over 25 years, in addition to 20 years as President of a 189 boat slip marina complex.

His involvement in the marina business

led him to co-founding a local Waterway Association, where he was on the board since its inception.

He has diversely invested across multiple

sectors including private placements, oil & gas, real estate, restaurant businesses and commodities.

Southall is an advocate of

a healthy approach to the food industry and the restaurant business.

on his vast business and financial experience with real estate and restaurants, we have deemed Mr.

Southall fit to serve on the Board.

Menchik has served

as director of Muscle Maker, Inc.

Menchik has served as director of Muscle Maker, Inc.

since February 2017.

Since 1986, Mr.

Menchik has been Professor of Economics at Michigan State University

where he has been Department chairperson and Director of Graduate Programs.

He has served as Senior Economist for Economic Policy for

the White House Office of Management and Budget (where among other matters he worked on Social Security solvency issues) and served as

Visiting Scholar at the Tax Analysis Division of the Congressional Budget Office.

Menchik has also been on the faculty of Rutgers University

and the University of Wisconsin and has served as visiting faculty at University of Pennsylvania, London School of Economics, University

College London, and Victoria University in Wellington New Zealand.

Over the years he has advised three state governments and five United

States government agencies.

Menchik has been

Professor of Economics at Michigan State University where he has been Department chairperson and Director of Graduate Programs.

served as Senior Economist for Economic Policy for the White House Office of Management and Budget (where among other matters he worked

on Social Security solvency issues) and served as Visiting Scholar at the Tax Analysis Division of the Congressional Budget Office.

has also been on the faculty of Rutgers University and the University of Wisconsin and has served as visiting faculty at University of

Pennsylvania, London School of Economics, University College London, and Victoria University in Wellington New Zealand.

Over the years

he has advised three state governments and five United States government agencies.

He holds a Ph.D.

from the Wharton School of Finance and Commerce at the University of Pennsylvania.

over 40 publications including a book on household and family economics, made over 85 paper presentations at other universities and conferences

around the world and has refereed for over 20 academic journals and is currently a member of the editorial board for the Journal of Income

Distribution.

He is a member of Who’s Who in Economics and Who’s Who in America.

Based on his education and extensive experience in

economic and financial matters, we have deemed Mr.

from the Wharton School of Finance

and Commerce at the University of Pennsylvania.

He has over 40 publications including a book on household and family economics, made

over 85 paper presentations at other universities and conferences around the world and has refereed for over 20 academic journals and

is currently a member of the editorial board for the Journal of Income Distribution.

He is a member of Who’s Who in Economics and

Who’s Who in America.

on his education and extensive experience in economic and financial matters, we have deemed Mr.

Menchik fit to serve on the Board.

Carl has served as director

of Muscle Maker, Inc.

Carl has served as director of Muscle Maker, Inc.

since September 3, 2019.

Since February, 2017, Mr.

Carl has served as Executive Director of Nice & Company,

an ad agency with a focus on print, TV, digital, experiential and mobile, and as an independent consultant to the restaurant industry.

From June, 2013 to January, 2017, Mr.

Carl has served as director of Muscle Maker, Inc.

since September 3,

Since 2017, Mr.

Carl has served as principal of Restaurant Brandworks an independent restaurant and retail consultancy based

in San Francisco.

Carl also serves as Executive Director of Nice + Company, a marketing agency with a focus on digital media

and creative.

From 2013 to 2017, Mr.

Carl served as the Chief Marketing Officer for Taco Bueno Restaurants, and from 2009 to 2013 as the

Chief Marketing Officer of Tavistock Restaurants LLC.

Carl received a BA from Wake Forest University in 1977 and a MBA from University

of North Carolina Chapel Hill in 1979.

Based on his experience within the restaurant industry

and due to the fact that he has held senior level executive positions with a focus on advertising and marketing, we have deemed Mr.

From 2001 to 2007, Mr.

Carl served as Corporate Vice President of Global Marketing

and Chief Marketing Officer of Latin America for McDonald’s Corporation.

Carl received a BA from Wake Forest University in 1977

and an MBA from the University of North Carolina – Chapel Hill in 1979.

on his experience within the restaurant industry and due to the fact that he has held senior level executive positions with a focus on

advertising and marketing, we have deemed Mr.

Carl a fit to serve on the Board.

General (Ret) Malcolm B.

Major General Frost has over 35 years of leadership experience in both

Army and business.

He served as a career Infantryman, commanding and leading soldiers at every level from Lieutenant to 2-star

Throughout his military career he provided large-scale strategic and operational leadership and oversight of units in the Indo-Asia-Pacific,

Middle East, Europe, and the United States - successfully leading the evolution of soldier training programs in peace and war.

the Army’s Holistic Health and Fitness revolution from 2017-19 and was responsible for developing the first new physical fitness

test for the Army in 40 years.

He also led the Army’s initial entry training enterprise that annually transformed 130K civilians

into soldiers and as the Army’s Director of Public Affairs, developed and led all strategic communications plans, roll-outs, and

national media relations initiatives for the Army.

He has been deployed to combat several times in a variety of leadership and command

positions in Bosnia-Hercegovina, Iraq, and Afghanistan between 1995-2011.

Since transitioning from the Army, General Frost provides keynote

speaking, executive leadership consulting, training workshops, and strategic advice in public relations and integrated communications

to corporate America.

He also provides expert advice to companies in the health and wellness, medical, energy, cyber and other industries.

He has extensive keynote and public speaking experience and has been an on-air military and national security contributor for national

media outlets.

on his vast business and financial experience with the military as well as his business experience, we have deemed Maj.

Gen (Ret) Frost

a fit to serve on the Board.

Major General (Ret) Malcolm B.

Gen (Ret) Frost has 31 years of military experience providing large-scale strategic and operational leadership and oversight in the Indo-Asia-Pacific,

Middle East, Europe, and the United States for the United States Army - successfully leading the evolution of soldier training programs

in peace and war from platoon through 2-star command level.

(Ret) Frost has been deployed to combat several times in a variety

of leadership and command positions.

Since 2019, Maj.

(Ret) Frost served as Executive Consultant for Fortune 500 and larger corporations

through Malcolm Frost and Associates LLC.

From 2015 through 2019, Maj.

(Ret) Frost served as the Commanding General for the US Army

Training and Doctrine Command located at Fort Eustis, Virginia and as the Chief of Public Affairs for the US Army Headquarters based in

Washington, DC.

(Ret) Frost also served as the Deputy Commanding General for Support for the US Army, Deputy Director of Operations

for the US Department of Defense and the Director of Operations for the US Army Pacific Headquarters.

He deployed to Bosnia-Hercegovina

as a company commander in 1995 and deployed twice to Iraq as commander of an 800-person Cavalry Squadron operating in Tal Afar during

the Surge in 2006-7, and as commander of a 5K person Stryker Brigade Combat Team operating in Diyala, Salah ad Din, and Kirkuk provinces

Additionally, he deployed as Director of Operations of a 4,000-person airborne brigade task force in Afghanistan in 2002-3.

In addition to a Bachelor of Science Degree in Human Resources Management from the United States Military Academy at West Point, Maj.

(Ret) Frost holds advanced degrees from Webster University and the U.S.

Army War College in Human Resources Development and National

Security Strategy, respectively.

He is the recipient of the Distinguished Service Medal x2, Defense Superior Service Medal, Legion of

Merit x3, Bronze Star Medal x3, Air Medal, Army Commendation Medal x6 including one for Valor, Combat Infantryman Badge, Master Parachutist

Badge and Ranger Tab.

He is a Certified Project Director and is the recipient of the U.S.

Department of State Meritorious Honor Award

for reconstruction, civic and humanitarian achievements while serving in Iraq.

Based on his vast business and financial experience

with the military as well as his business experience, we have deemed Maj.

Gen (Ret) Frost a fit to serve on the Board.

Philip Balatsos.

Since 2016, Mr.

Balatsos has worked in the restaurant and hospitality industries.

Balatsos founded and has served as the owner operator of

LAPH Hospitality which operates a café/catering business and also serves as a consultant providing financial, purchasing and usage

analysis as well as rollout services pertaining to ordering, invoicing and inventorying systems.

From 2016, Mr.

Balatsos worked in the restaurant and hospitality industries.

Balatsos founded and has served as the owner operator of LAPH Hospitality which operates a café/catering business

and also serves as a consultant providing financial, purchasing and usage analysis as well as rollout services pertaining to ordering,

invoicing and inventorying systems.

From 2016 through 2018, Mr.

held various positions with Barteca Restaurant Group including Assistant General Manager and Purchasing Manager.

Balatsos held various positions with Barteca Restaurant Group including

Assistant General Manager and Purchasing Manager.

Prior to 2016, Mr.

held various position on Wall Street for 16 years including Vice President, Foreign Exchange Sales/Trading for Credit Suisse, Director,

Foreign Exchange Hedge Fund Sales for Barclays Capital and Financial Advisor for Stifel Nicolaus & Co.

Balatsos graduated from

Skidmore College in 1999 with a Bachelor of Science in Business Administration and from Institute of Culinary Education in 2016.

Family Relationships

There are no family relationships among any of our

executive officers and directors.

Corporate Governance

Board of Directors and Board Committees

Our stock (symbol:

GRIL) is listed on the NASDAQ capital

Under the rules of Nasdaq, “independent” directors must make up a majority of a listed company’s board of directors.

In addition, applicable Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit and

compensation committees be independent within the meaning of the applicable Nasdaq rules.

Audit committee members must also satisfy the

independence criteria set forth in Rule 10A-3 under the Exchange Act.

Our board of directors currently consists of seven

Balatsos held various position on Wall Street for 16 years including

Vice President, Foreign Exchange Sales/Trading for Credit Suisse, Director, Foreign Exchange Hedge Fund Sales for Barclays Capital and

Financial Advisor for Stifel Nicolaus & Co.

Most recently, Mr.

Balatsos has returned to the financial markets in a similar role as

his previous sales/trader experience with the Brazilian firm, XP Investments.

Balatsos graduated from Skidmore College in 1999 with

a Bachelor of Science in Business Administration and from Institute of Culinary Education in 2016.

on his experience in the restaurant and hospitality industries, the Company has deemed Mr.

Balatsos a fit to serve on the Board.

Petel has been engaged as a Business Development Specialist in the global agricultural commodity trading field for the

His experience spans across the various aspects of international commodity trading, finance and operations.

Petel has worked in other fields as a Business Development and strategic networking expert, initiating and executing multi-million-dollar

projects across the globe.

From 2019 through 2022, Mr.

Petel has been engaged as a Business Development Specialist and consultant to

various agriculture and food companies in capacities ranging from corporate finance and M&A to commercial development and operational

In addition, from 2015 and until 2019, Mr.

Petel served as a strategic networking specialist in various fields and industries.

Petel received a Bachelor of Arts in Business Administration and General Management from Bar-Ilan University in 2014.

on his experience within the commodity trading industry, the Company has deemed Mr.

Petel as a fit to serve on the Board.

Na Yeon (“Hannah”)

Oh, is an experienced agri-food business leader and certified sustainability professional, with broad experiences and a proven

track record in driving organizational and digital/data driven transformations;

developing commercial strategies and brand campaigns;

and operationalizing integrated business planning and supply chain strategies.

Oh is an active member of Singapore’s agtech

start-up scene, as an investor and advisor to entrepreneurs and companies in agri-food business, urban farms, and climate tech.

past 15 years Ms.

Oh has held various roles with Bayer Crop Science and Monsato Company, which was acquired by Bayer AG, including Head

of Marketing Excellence, Head of Sales and Operations and Business Intelligence, and Head of Customer Analytics and Customer Experience

among other roles.

Oh graduated from Macalester College with a B.A.

in Economics and Asian Studies in May 2007.

on her experience within the agri-food industry, the Company has deemed Ms.

Oh as a fit to serve on the Board.

Shankar has been a Partner since 2019 at Oon & Bazul LLP, a prominent regional law firm where Mr.

Shankar manages

the Private Wealth and Family Office Practice where he routinely advises ultra-high net worth families on the structuring of their family

offices, tax and immigration incentive applications as well as legacy planning.

Shankar specializes in advising on the establishment

of family offices, which includes legacy and estate planning, wills, trusts, family charters/constitutions, tax efficient structures

and succession planning.

Prior to joining Oon & Bazul LLP, Mr.

Shankar served as the Managing Director of Ring City Limited, a group

of operating companies in various sectors.

Shankar received his Bachelor of Laws (LLB) from the National University of Singapore

on his legal, finance and business experience, the Company has deemed Mr.

Shankar as a fit to serve on the Board.

Relationships

are no family relationships among any of our executive officers and directors.

of Directors and Board Committees

stock (symbol:

GRIL) is listed on the NASDAQ capital market.

Under the rules of Nasdaq, “independent” directors must make

up a majority of a listed company’s board of directors.

In addition, applicable NASDAQ rules require that, subject to specified

exceptions, each member of a listed company’s audit and compensation committees be independent within the meaning of the applicable

NASDAQ rules.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

board of directors currently consists of 10 members.

Our board of directors has determined that Stephen Spanos, A.B.

Southall III, Paul L.

Menchik, Malcolm Frost, Philip

Balatsos and Jeff Carl, qualify as independent directors in accordance with the Nasdaq Capital Market, or Nasdaq listing requirements.

Southall III,

Menchik, Malcolm Frost, Phillip Balatsos, Jeff Carl, Benjamin Petel, Hannah Oh and Ray Shankar qualify as independent directors

in accordance with the NASDAQ Capital Market, or NASDAQ listing requirements.

Kevin Mohan is not considered independent.

Nasdaq’s independence definition includes a series of objective tests, such as that

the director is not, and has not been for at least three (3) years, one of our employees and that neither the director nor any of his

or her family members has engaged in various types of business dealings with us.

In addition, as required by Nasdaq rules, our board

of directors has made a subjective determination as to each independent director that no relationships exist that, in the opinion of

our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard

to each director’s business and personal activities and relationships as they may relate to us and our management.

family relationships among any of our directors or executive officers.

As required under Nasdaq rules and regulations and

in expectation of listing on Nasdaq, our independent directors meet in regularly scheduled executive sessions at which only independent

directors are present.

Board Leadership Structure and Board’s Role

in Risk Oversight

Kevin Mohan is the Chairman of the Board.

has authority, among other things, to preside over the Board meetings and set the agenda for the Board meetings.

Accordingly, the Chairman

has substantial ability to shape the work of our Board.

We currently believe that separation of the roles of Chairman and Chief Executive

Officer ensures appropriate oversight by the Board of our business and affairs.

However, no single leadership model is right for all companies

and at all times.

The Board recognizes that depending on the circumstances, other leadership models, such as the appointment of a lead

independent director, might be appropriate.

Accordingly, the Board may periodically review its leadership structure.

Our Board is generally responsible for the oversight

of corporate risk in its review and deliberations relating to our activities.

Our principal source of risk falls into two categories,

financial and product commercialization.

The audit committee oversees management of financial risks;

our Board regularly reviews information

regarding our cash position, liquidity and operations, as well as the risks associated with each.

The Board regularly reviews plans, results

and potential risks related to our system-wide restaurant growth, brand awareness and menu offerings.

Our Compensation Committee is expected

to oversee risk management as it relates to our compensation plans, policies and practices for all employees including executives and

directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks

which could have a material adverse effect on the Company.

Committees of the Board of Directors

The Board of Directors has already established an

audit committee (the “Audit Committee”), a Compensation Committee (the “Compensation Committee”) and a Nominating

and Corporate Governance Committee (“Governance Committee”).

The composition and function of each committee are described

Audit Committee

The Audit Committee has three members, including Messrs.

independence definition includes a series of objective tests, such as that the director is not, and has not been for at least 3

years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business

dealings with us.

In addition, as required by NASDAQ rules, our board of directors has made a subjective determination as to each independent

director that no relationships exist that, in the opinion of our board of directors, would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director.

In making these determinations, our board of directors reviewed and discussed

information provided by the directors and us regarding each director’s business and personal activities and relationships as they

may relate to us and our management.

There are no family relationships among any of our directors or executive officers.

required under NASDAQ rules and regulations and in expectation of listing on NASDAQ, our independent directors meet in regularly scheduled

executive sessions at which only independent directors are present.

Leadership Structure and Board’s Role in Risk Oversight

Mohan is the Chairman of the Board.

The Chairman has authority, among other things, to preside over the Board meetings and set the agenda

for the Board meetings.

Accordingly, the Chairman has substantial ability to shape the work of our Board.

We currently believe that separation

of the roles of Chairman and Chief Executive Officer ensures appropriate oversight by the Board of our business and affairs.

no single leadership model is right for all companies and at all times.

The Board recognizes that depending on the circumstances, other

leadership models, such as the appointment of a lead Independent director, might be appropriate.

Accordingly, the Board may periodically

review its leadership structure.

Board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities.

Our principal

source of risk falls into two categories, financial and product commercialization.

The audit committee oversees management of financial

our Board regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated

The Board regularly reviews plans, results and potential risks related to our system-wide restaurant growth, brand awareness

and menu offerings.

Our Compensation Committee is expected to oversee risk management as it relates to our compensation plans, policies

and practices for all employees including executives and directors, particularly whether our compensation programs may create incentives

for our employees to take excessive or inappropriate risks which could have a material adverse effect on the Company.

of the Board of Directors

Board of Directors has already established an audit committee (the “Audit Committee”), a Compensation Committee (the “Compensation

Committee”) and a Nominating and Corporate Governance Committee (“Governance Committee”).

The composition and function

of each committee are described below.

Audit Committee has three members, including Messrs.

Spanos, Balatsos and Menchik.

Spanos serves as the chairman of the Audit Committee and satisfies the definition of “audit committee

financial expert”.

Our audit committee is authorized to:

approve and retain the independent auditors to conduct the annual audit of our financial statements;

review the proposed scope and results of the audit;

review and pre-approve audit and non-audit fees and services;

review accounting and financial controls with the independent auditors and our financial and accounting staff;

review and approve transactions between us and our directors, officers and affiliates;

recognize and prevent prohibited non-audit services;

establish procedures for complaints received by us regarding accounting matters;

oversee internal audit functions, if any.

Compensation Committee

The Compensation Committee has three members, including

Spanos serves as the chairman of the Audit Committee

and satisfies the definition of “audit committee financial expert”.

audit committee is authorized to:

and retain the independent auditors to conduct the annual audit of our financial statements;

the proposed scope and results of the audit;

and pre-approve audit and non-audit fees and services;

accounting and financial controls with the independent auditors and our financial and accounting

and approve transactions between us and our directors, officers and affiliates;

and prevent prohibited non-audit services;

procedures for complaints received by us regarding accounting matters;

oversee internal audit

functions, if any.

Compensation Committee has three members, including Messrs.

Carl, Balatsos and Frost.

Carl serves as the chairman of the Compensation Committee.

Our Compensation Committee is authorized to:

review and determine the compensation arrangements for management;

establish and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals;

administer our stock incentive and purchase plans;

review the independence of any compensation advisers.

Nominating and Corporate Governance Committee

The Governance Committee has three members, including

Carl serves as the chairman of the Compensation

Compensation Committee is authorized to:

and determine the compensation arrangements for management;

and review general compensation policies with the objective to attract and retain superior

talent, to reward individual performance and to achieve our financial goals;

our stock incentive and purchase plans;

the independence of any compensation advisers.

and Corporate Governance Committee

Governance Committee has three members, including Messrs.

Menchik, Southall III and Carl.

Menchik serves as the chairman of the Governance Committee.

The functions of our Governance Committee, among other

things, include:

identifying individuals qualified to become board members and recommending director;

nominees and board members for committee membership;

developing and recommending to our board corporate governance guidelines;

review and determine the compensation arrangements for directors;

overseeing the evaluation of our board of directors and its committees and management.

Our goal is to assemble a Board that brings together

a variety of skills derived from high quality business and professional experience.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee,

at any time, has been one of our officers or employees.

None of our executive officers currently serves, or in the past year has served,

as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers on our Board of

Directors or Compensation Committee.

For a description of transactions between us and members of our Compensation Committee and affiliates

of such members, please see “Certain Relationships and Related Party Transactions”.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics

that applies to all of our employees, officers and directors, including those officers responsible for financial reporting.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the

Company’s executive officers, directors, and persons who beneficially own more than ten percent of a registered class of the Company’s

equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common

Such officers, directors, and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a)

forms that they file with the SEC.

To our knowledge, based solely on review of the copies

of such reports and amendments to such reports with respect to the year ended December 31, 2021 filed with the SEC, all required

Section 16 reports under the Exchange Act for our directors, executive officers, principal accounting officer and beneficial owners

of greater than 10% of our common stock were filed on a timely basis during the year ended December 31, 2021, except for the shares

issued on February 11, 2021 for Mr.

Groenewald and Ms.

Infante as the Form 4’s were filed on April

Menchik serves as the chairman of the Governance

functions of our Governance Committee, among other things, include:

● identifying

individuals qualified to become board members and recommending director;

and board members for committee membership;

and recommending to our board corporate governance guidelines;

and determine the compensation arrangements for directors;

the evaluation of our board of directors and its committees and management.

goal is to assemble a Board that brings together a variety of skills derived from high quality business and professional experience.

Committee Interlocks and Insider Participation

of the members of our Compensation Committee, at any time, has been one of our officers or employees.

Except for Mr.

Mohan, none of our

executive officers currently serves, or in the past year has served, as a member of the Board of Directors or Compensation Committee

of any entity that has one or more executive officers on our Board of Directors or Compensation Committee.

For a description of transactions

between us and members of our Compensation Committee and affiliates of such members, please see “Certain Relationships and Related

Party Transactions”.

Diversity Matrix (as of December 31, 2022):

Board believes that a diverse membership having a variety of skills, styles, experience and competencies is an important feature of a

well-functioning board.

Accordingly, the Board believes that diversity of viewpoints, backgrounds and experience (inclusive of gender,

age, race and ethnicity) should be a consideration in Board succession planning and recruiting.

In recent years, the Governance Committee

has taken this priority to heart in its nominations process, and the diversity of the Board has grown significantly.

The Nasdaq Stock

Market, LLC Listing Rules’ (the “NASDAQ Listing Rules”) objective for listed companies to have at least two diverse

directors, including one who self-identifies as female and one who self-identifies as either an underrepresented minority or LGBTQ+.

The chart below provides certain information regarding the diversity of the Board as of December 31, 2022.

Number of Directors

Gender Identity

Demographic Background

or more races or ethnicities

not disclose demographic background

who are Veterans

of Business Conduct and Ethics

have adopted a code of business conduct and ethics that applies to all our employees, officers and directors, including those officers

responsible for financial reporting.

Section 16(a) Reports

16(a) of the Exchange Act requires the Company’s executive officers, directors, and persons who beneficially own more than ten

percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports

of changes in ownership of the Company’s common stock.

Such officers, directors, and persons are required by SEC regulation to

furnish the Company with copies of all Section 16(a) forms that they file with the SEC.

our knowledge, based solely on review of the copies of such reports and amendments to such reports with respect to the year ended December

31, 2022, filed with the SEC, all required Section 16 reports under the Exchange Act for our directors, executive officers, principal

accounting officer and beneficial owners of greater than 10% of our common stock were filed on a timely basis during the year ended December

EXECUTIVE COMPENSATION

Summary Compensation Table

The following Summary Compensation Table sets forth

all compensation earned in all capacities during the fiscal years ended December 31, 2021 and 2020 by (i) our principal executive officer,

(ii) our two most highly compensated executive officers, other than our principal executive officer, who were serving as executive officers

as of December 31, 2021 and whose total compensation for the 2021 fiscal year, as determined by Regulation S-K, Item 402, exceeded $100,000,

(iii) a person who would have been included as one of our two most highly compensated executive officers, other than our principal executive

officer, but for the fact that he was not serving as one of our executive officers as of December 31, 2021 (the individuals falling within

categories (i), (ii) and (iii) are collectively referred to as the “Named Executive Officers”):

Summary Compensation Table

Compensation Table

following Summary Compensation Table sets forth all compensation earned in all capacities during the fiscal years ended December 31,

2022 and 2021 by (i) our principal executive officer, (ii) our two most highly compensated executive officers, other than our principal

executive officer, who were serving as executive officers as of December 31, 2022 and whose total compensation for the 2022 fiscal year,

as determined by Regulation S-K, Item 402, exceeded $100,000, (iii) a person who would have been included as one of our two most highly

compensated executive officers, other than our principal executive officer, but for the fact that he was not serving as one of our executive

officers as of December 31, 2022 (the individuals falling within categories (i), (ii) and (iii) are collectively referred to as the “Named

Executive Officers”):

Non-Qualified

Chief Executive Officer

Muscle Maker, Inc.

Kenneth Miller

Chief Operating Officer

Muscle Maker, Inc.

Chief Operating Officer

Muscle Maker, Inc.

Employment Agreements

Michael Roper

10, 2022, Muscle Maker, Inc.

(the “Company”) entered into an Employment Agreement with Michael Roper effective February 14,

Executive Officer of

Operating Officer of

are earned in the year noted and paid out within the first three months of the subsequent

This schedule has been adjusted for 2021 to reflect the bonus earned in 2022 but paid

May 2, 2022, Michael Roper was granted a stock option to acquire 100,000 shares of common

stock at an exercise price of $0.41 per share.

The options vest ratably over 20 quarters.

May 2, 2022, Kenneth Miller was granted a stock option to acquire 50,000 shares of common

stock at an exercise price of $0.41 per share.

The options vest ratably over 20 quarters.

May 2, 2022, Kevin Mohan was granted a stock option to acquire 75,000 shares of common stock

at an exercise price of $0.41 per share.

The options vest ratably over 20 quarters.

October 10, 2022, the Company issued options to purchase 25,000 shares of the Company’s common stock to a member of the

executive team.

The options had an exercise price of $0.41 per share and vest ratably over 20 quarters with the first

vesting occurring on December 31, 2022.

summary of option activity during the years ended December 31, 2022 and 2021 is presented below:

Weighted-average

remaining life

Outstanding, January 1, 2021

Outstanding, December 31, 2021

Outstanding, December 31, 2022

Exercisable, December 31, 2022

On February 27, 2023, we issued options to

purchase an aggregate of 531,072 shares of our common stock.

The options had an exercise price of $1.505 per share and vest ratably

over 20 quarters with the first vesting occurring on March 31, 2023.

On March 15, 2023, we issued options to purchase 68,928 shares of

our common stock.

The options had an exercise price of $1.505 per share and vest ratably over 20 quarters with the first

vesting occurring on March 31, 2023.

November 16, 2022, the Company entered into an Executive Employment Agreement with Michael Roper (the “Roper Agreement”),

which replaced his prior employment agreement.

Pursuant to the Employment Agreement, Mr.

Roper will continue to be employed as Chief

Executive Officer of the Company on an at will basis.

During the term of the Employment Agreement, Mr.

Roper will be entitled to a base

salary at the annualized rate of $350,000, which will be increased to $375,000 upon the one-year anniversary.

Roper will be eligible

for a discretionary performance bonus to be paid in cash or equity.

Within 90 days of the effective date, the Company will issue Mr.

stock options to receive 100,000 shares of common stock which will vest over a term of five years.

Pursuant to the Roper Agreement, Mr.

Roper will continue to be employed as Chief Executive

Officer of the Company on an at will basis.

During the term of the Roper Agreement, Mr.

Roper is entitled to a base salary at the annualized

rate of $350,000.

Roper will be eligible for a discretionary performance bonus to be determined by the Board annually.

Roper will be entitled to an additional bonus of $50,000 upon the Company obtaining approval of the Shareholder Matters and $25,000 upon

the Designated Directors representing a majority of the Board of Directors.

Roper is terminated for any reason, he will be entitled

to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any

equity compensation rights through the last day of the term applicable to such stock option.

Roper is terminated by the Company

for any reason other than cause, including termination without cause in connection with a change in control, Mr.

Roper will be entitled

to a severance package of 18 months of salary and health and dental benefits paid in accordance with the Company’s payroll schedule,

but subject to the execution of a valid release in favor of the Company and its related parties.

Jennifer Black

On January 2,

2022, the Company appointed Jennifer Black as Chief Financial Officer of the Company and entered into an Offer Letter with Ms.

Pursuant to the Offer Letter, Ms.

Black will be employed as Chief Financial Officer of the Company on an at-will basis.

be entitled to a base salary at the annualized rate of $190,000.

The Company’s previous CFO, Ferdinand Groenewald, will remain and

was appointed as the Chief Accounting Officer of the Company.

The Company agreed to issue Ms.

Black 20,000 restricted stock units upon

completion of 90 days of employment.

Black will be entitled to receive stock options to acquire 20,000 shares of common stock subject

to the approval of the Board of Directors and Compensation Committee and the terms and conditions will be subject to entering into a stock

option agreement.

Kenneth Miller

9, 2022, the Company and Kenn Miller, Chief Operations Officer, entered a letter agreement providing that Mr.

Miller will continue to

be engaged by the Company on an at-will basis with a base salary at the annualized rate of $275,000 effective February 14, 2022.

will be eligible for a discretionary performance bonus to be paid in cash or equity of up to 75% of his salary.

Within 90 days of the

effective date, the Company will issue Mr.

Miller stock options to receive 50,000 shares of common stock which will vest over a term of

Miller is terminated by the Company for any reason other than cause, including termination without cause in connection

with a change in control, he will be entitled to a severance package of 12 months of salary and health and dental benefits paid in accordance

with the Company’s payroll schedule and insurance program, but subject to the execution of a valid release in favor of the Company

and its related parties.

Aimee Infante

9, 2022, the Company and Aimee Infante, Chief Marketing Officer, entered a letter agreement providing that Ms.

Infante will continue to

be engaged by the Company on an at-will basis with a base salary at the annualized rate of $175,000 effective February 14, 2022.

will be eligible for a discretionary performance bonus to be paid in cash or equity of up to 25% of her salary.

Within 90 days of the

effective date, the Company will issue Ms.

Infante stock options to receive 42,500 shares of common stock which will vest over a term

of five years.

Infante is terminated by the Company for any reason other than cause, including termination without cause in connection

with a change in control, she will be entitled to a severance package of six months of salary and health and dental benefits paid in accordance

with the Company’s payroll schedule and insurance program, but subject to the execution of a valid release in favor of the Company

and its related parties.

10, 2022, the Company and Kevin Mohan, Chief Investment Officer, entered a letter agreement providing that Mr.

Mohan will continue to

be engaged by the Company on an at-will basis with a base salary at the annualized rate of $200,000 effective February 14, 2022.

will be eligible for a discretionary performance bonus to be paid in cash or equity of up to 75% of his salary.

Within 90 days of the

effective date, the Company will issue Mr.

Mohan stock options to receive 75,000 shares of common stock which will vest over a term of

Mohan is terminated by the Company for any reason other than cause, including termination without cause in connection

with a change in control, he will be entitled to a severance package of six months of salary and health and dental benefits paid in accordance

with the Company’s payroll schedule and insurance program, but subject to the execution of a valid release in favor of the

Company and its related parties.

Ferdinand Groenewald

9, 2022, the Company and Ferdinand Groenewald, Chief Accounting Officer, entered a letter agreement providing that Mr.

Groenewald will

continue to be engaged by the Company on an at-will basis with a base salary at the annualized rate of $175,000 effective February 14,

for any reason other than cause or resigns for a good reason, Mr.

Roper will be entitled to a severance payment equal to 36 months of

salary, which will be reduced to 18 months following the second anniversary of the Roper Agreement, and all equity compensation shall

be fully accelerated.

In the event the Shareholder Matters are not approved by the shareholders, the Roper Agreement will automatically

terminate and the prior employment agreement will again be in full effect.

March 21, 2023, the Company entered into an Executive Employment Agreement with Jennifer Black (the “Black Agreement”), which

replaced her prior employment agreement.

Pursuant to the Black Agreement, Ms.

Black will continue to be employed as Chief Financial Officer

of the Company on an at will basis.

During the term of the Black Agreement, Ms.

Black is entitled to a base salary at the annualized

rate of $250,000.

Black will be eligible for a discretionary performance bonus up to 50% of her annual salary.

will be entitled to an additional bonus of $50,000 upon the Company obtaining approval of the Shareholder Matters and $25,000 upon the

Designated Directors representing a majority of the Board of Directors.

Black is terminated for any reason, she will be entitled

to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any

equity compensation rights through the last day of the term applicable to such stock option.

Black is terminated by the Company

for any reason other than cause or resigns for a good reason, Ms.

Black will be entitled to a severance payment equal to 36 months of

salary, which will be reduced to six months following the second anniversary of the Black Agreement, and all equity compensation shall

be fully accelerated.

In the event the Shareholder Matters are not approved by the shareholders, the Black Agreement will automatically

terminate, and the prior employment agreement will again be in full effect.

November 16, 2022, the Company entered into an Executive Employment Agreement with Kenn Miller (the “Miller Agreement”),

which replaced his prior employment agreement.

Pursuant to the Miller Agreement, Mr.

Miller will continue to be employed as Chief Operating

Officer of the Company on an at will basis.

During the term of the Miller Agreement, Mr.

Miller is entitled to a base salary at the annualized

rate of $275,000.

Miller will be eligible for a discretionary performance bonus up to 75% of his annual salary.

will be entitled to an additional bonus of $25,000 upon the Designated Directors representing a majority of the Board of Directors.

Miller is terminated for any reason, he will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all

expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to

such stock option.

Miller is terminated by the Company for any reason other than cause or resigns for a good reason, Mr.

will be entitled to a severance payment equal to 36 months of salary, which will be reduced to 12 months following the second anniversary

of the Miller Agreement, and all equity compensation shall be fully accelerated.

In the event the Shareholder Matters are not approved

by the shareholders, the Miller Agreement will automatically terminate and the prior employment agreement will again be in full effect.

November 16, 2022, the Company entered into an Executive Employment Agreement with Kevin Mohan (the “Mohan Agreement”), which

replaced his prior employment agreement.

Pursuant to the Mohan Agreement, Mr.

Mohan will continue to be employed as Chief Investment

Officer of the Company on an at will basis.

During the term of the Employment Agreement, Mr.

Mohan is entitled to a base salary at the

annualized rate of $200,000.

Mohan will be eligible for a discretionary performance bonus up to 75% of his annual salary.

Mohan will be entitled to an additional bonus of $50,000 upon the Company obtaining approval of the Shareholder Matters and $25,000

upon the Designated Directors representing a majority of the Board of Directors.

Mohan is terminated for any reason, he will be

entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise

any equity compensation rights through the last day of the term applicable to such stock option.

Mohan is terminated by the Company

for any reason other than cause or resigns for a good reason, Mr.

Mohan will be entitled to a severance payment equal to 36 months of

salary, which will be reduced to six months following the second anniversary of the Mohan Agreement, and all equity compensation shall

be fully accelerated.

In the event the Shareholder Matters are not approved by the shareholders, the Mohan Agreement will automatically

terminate, and the prior employment agreement will again be in full effect.

November 16, 2022, the Company entered into an Executive Employment Agreement with Aimee Infante (the “Infante Agreement”),

which replaced her prior employment agreement.

Pursuant to the Infante Agreement, Ms.

Infante will continue to be employed as Chief Marketing

Officer of the Company on an at will basis.

During the term of the Infante Agreement, Ms.

Infante is entitled to a base salary at the

annualized rate of $175,000.

Infante will be eligible for a discretionary performance bonus up to 25% of her annual salary.

Infante will be entitled to an additional bonus of $25,000 upon the Designated Directors representing a majority of the Board of

Infante is terminated for any reason, she will be entitled to receive accrued salary and vacation pay, accrued bonus

payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term

applicable to such stock option.

Infante is terminated by the Company for any reason other than cause or resigns for a good reason,

Infante will be entitled to a severance payment equal to 36 months of salary, which will be reduced to six months following the second

anniversary of the Infante Agreement, and all equity compensation shall be fully accelerated.

In the event the Shareholder Matters are

not approved by the shareholders, the Infante Agreement will automatically terminate, and the prior employment agreement will again be

in full effect.

February 9, 2022, the Company and Ferdinand Groenewald, Chief Accounting Officer, entered a letter agreement providing that Mr.

will continue to be engaged by the Company on an at-will basis with a base salary at the annualized rate of $175,000 effective February

Groenewald will be eligible for a discretionary performance bonus to be paid in cash or equity of up to 25% of his salary.

90 days of the effective date, the Company will issue Mr.

Groenewald stock options to receive 25,000 shares of common stock which will

vest over a term of five years.

Within 90 days of the effective date, the Company will issue Mr.

Groenewald stock options to receive 25,000 shares of common stock which

will vest over a term of five years.

Groenewald is terminated by the Company for any reason other than cause, including termination

2 unchanged sentences

valid release in favor of the Company and its related parties.

Elements of Compensation

Roper, Black, Miller, Mohan, Infante

and Groenewald received a fixed base salary in an amount determined in accordance with their then employment agreement with Muscle Maker

Inc., and based on a number of factors, including:

The nature, responsibilities and duties of the officer’s position;

The officer’s expertise, demonstrated leadership ability and prior performance;

The officer’s salary history and total compensation, including annual cash bonuses and long-term incentive compensation;

The competitiveness of the market for the officer’s services.

Mohan and Groenewald received discretionary performance

based bonuses during the year ended December 31, 2021 pursuant to their employment agreements.

In fiscal 2021, we issued an aggregate of 221,783

shares of our restricted common stock, with an aggregate fair value of $636,495, to our executive team.

Equity Incentive Plans

Our board of directors and shareholders approved the

2019 Equity Incentive Plan or the 2019 Plan.

Our shareholders approved the plan on October 28, 2019.

The 2019 Plan provides incentives

to eligible employees, officers, directors and consultants in the form of Non-Qualified Stock Options, Incentive Stock Options, Stock

Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Stock Bonus Awards, Performance Compensation Awards (including cash

bonus awards) or any combination of the foregoing.

We have reserved a total of 214,286 shares of common stock for issuance under the 2019

As of the date of the issuance of these consolidated financial statements 188,527 shares have been issued under the 2019 Plan.

the adoption of our 2020 Equity Incentive Plan, we no longer issue awards under the 2019 Plan, but any existing awards granted to our

management team and Board of Directors will remain outstanding under the 2019.

The Company’s board of directors and shareholders

approved and adopted on October 27, 2020 the 2020 Equity Incentive Plan (“2020 Plan”), effective on October 27, 2020 under

which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified

stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards,

performance compensation awards (including cash bonus awards) or any combination of the foregoing.

Under the 2020 Plan, the Company reserved

1,750,000 shares of common stock for issuance.

As of the date of the issuance of these consolidated financial statements 889,756 shares

have been issued under the 2020 Plan.

The Company’s board of directors and shareholders

approved and adopted on October 7, 2021 the 2021 Equity Incentive Plan (“2021 Plan”) under which stock options and restricted

stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options,

stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including

cash bonus awards) or any combination of the foregoing.

Under the 2021 Plan, the Company reserved 1,500,000 shares of common stock for

As of the date of the issuance of these consolidated financial statements 471,348 shares have been issued under the 2021 Plan.

June 21, 2022, the Company advised Ferdinand Groenewald that the position of Chief Accounting Officer has been eliminated.

continued his employment with the Company through July 29, 2022, at which time he became entitled to the severance for termination without

cause as outlined in the letter agreement between the Company and Mr.

Groenewald dated February 9, 2022.

of Compensation

Roper, Black, Miller, Mohan, Infante and Groenewald received a fixed base salary in an amount determined in accordance with their then

employment agreement with Muscle Maker Inc., and based on a number of factors, including:

nature, responsibilities and duties of the officer’s position;

officer’s expertise, demonstrated leadership ability and prior performance;

officer’s salary history and total compensation, including annual cash bonuses and

long-term incentive compensation;

competitiveness of the market for the officer’s services.

Roper, Mohan, Miller, Black and Infante earned discretionary performance-based bonuses during the year ended December 31, 2022, pursuant

to their employment agreements.

Roper, Mohan, Miller and Ms.

Infante earned discretionary performance-based bonuses during the

year ended December 31, 2021, pursuant to their employment agreements.

fiscal year 2022, we issued 20,000 shares of our restricted common stock, with a fair value of $10,800,

to a member of our executive team.

May 2, 2022, we issued options to purchase an aggregate of 312,500 shares of our common stock.

The options had an exercise price of $0.41

per share and vest ratably over 20 quarters with the first vesting occurring on June 30, 2022.

October 10, 2022, we issued options to purchase 25,000 shares of our common stock.

The options had an exercise price

of $0.41 per share and vest ratably over 20 quarters with the first vesting occurring on December 31, 2022.

On February 27, 2023, we issued options to

purchase an aggregate of 531,072 shares of our common stock.

The options had an exercise price of $1.505 per share and vest ratably

over 20 quarters with the first vesting occurring on March 31, 2023.

On March 15, 2023, we issued options to purchase 68,928 shares of

our common stock.

The options had an exercise price of $1.505 per share and vest ratably over 20 quarters with the first

vesting occurring on March 31, 2023.

were 25,000 options to purchase shares forfeited upon the departure of an officer.

Incentive Plans

Company’s board of directors and shareholders approved and adopted on October 27, 2020 the 2020 Equity Incentive Plan (“2020

Plan”), effective on October 27, 2020 under which stock options and restricted stock may be granted to officers, directors, employees

and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards,

restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing.

Under the 2020 Plan, the Company reserved 1,750,000 shares of common stock for issuance.

As of the date of the issuance of these Consolidated

Financial Statements 889,756 shares have been issued under the 2020 Plan.

Company’s board of directors and shareholders approved and adopted on October 7, 2021 the 2021 Equity Incentive Plan (“2021

Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form

of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units,

stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing.

Under the 2021

Plan, the Company reserved 1,500,000 shares of common stock for issuance.

As of the date of the issuance of these Consolidated Financial

Statements 656,428 shares have been issued and 843,572 option to purchase shares have been awarded under the 2021 Plan.

The Company’s board of directors and shareholders approved and adopted

on February 28, 2023 the 2023 Equity Incentive Plan (“2023 Plan”) under which stock options and restricted stock may be granted

to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation

rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards)

or any combination of the foregoing.

Under the 2023 Plan, the Company reserved 2,500,000 shares of common stock for issuance.

date of the issuance of these Consolidated Financial Statements no shares have been issued and 68,928 option to purchase shares have been

awarded under the 2023 Plan.

Administration

The Company’s Board of Directors or a committee

appointed by the Board (the “Committee”) will administer the Plan.

The Committee will have the authority, without limitation

(i) to designate Participants to receive Awards, (ii) determine the types of Awards to be granted to Participants, (iii) determine the

number of shares of common stock to be covered by Awards, (iv) determine the terms and conditions of any Awards granted under the Plan,

(v) determine to what extent and under what circumstances Awards may be settled in cash, shares of common stock, other securities, other

Awards or other property, or canceled, forfeited or suspended, (vi) determine whether, to what extent, and under what circumstances the

delivery of cash, Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award shall

(vii) interpret, administer, reconcile any inconsistency in, settle any controversy regarding, correct any defect in and/or complete

any omission in this Plan and any instrument or agreement relating to, or Award granted under, this Plan;

(viii) establish, amend, suspend,

or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of this

(ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards;

(x) reprice existing Awards with

shareholder approval or to grant Awards in connection with or in consideration of the cancellation of an outstanding Award with a higher

and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration

of this Plan.

The Committee will have full discretion to administer and interpret the Plan and to adopt such rules, regulations and procedures

as it deems necessary or advisable and to determine, among other things, the time or times at which the awards may be exercised and whether

and under what circumstances an award may be exercised.

Employees, directors, officers, advisors and consultants

of the Company or its affiliates are eligible to participate in the Plan and are referred to as “Participants”.

The Committee

has the sole and complete authority to determine who will be granted an Award under the Plan, however, it may delegate such authority

to one or more officers of the Company under the circumstances set forth in the Plan.

Number of Shares Authorized

Up to approximately 1,500,000 shares of common stock

may be issued pursuant to awards granted under the Plan.

If an Award is forfeited, canceled, or if any Option

terminates, expires or lapses without being exercised, the Common Stock subject to such Award will again be made available for future

However, shares that are used to pay the exercise price of an Option or that are withheld to satisfy the Participant’s tax

withholding obligation will not be available for re-grant under the Plan.

If there is any change in the Company’s corporate

capitalization or structure, the Committee in its sole discretion may make substitutions or adjustments to the number of shares of common

stock reserved for issuance under the Plan, the number of shares covered by Awards then outstanding under the Plan, the limitations on

Awards under the Plan, the exercise price of outstanding Options and such other equitable substitution or adjustments as it may determine

The Plan has a term of ten years and no further Awards

may be granted under the Plan after that date.

Awards Available for Grant

The Committee may grant Awards of Non-Qualified Stock

Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Stock Bonus Awards, Performance

Compensation Awards (including cash bonus awards) or any combination of the foregoing.

Notwithstanding, the Committee may not grant to

any one person in any one calendar year Awards (i) for more than 50% of the Available Shares in the aggregate or (ii) payable in cash

in an amount exceeding $10,000,000 in the aggregate.

The Committee will be authorized to grant Options

to purchase Common Stock that are either “qualified,” meaning they are intended to satisfy the requirements of Code Section

422 for Incentive Stock Options, or “non-qualified,” meaning they are not intended to satisfy the requirements of Section

422 of the Code.

Options granted under the Plan will be subject to the terms and conditions established by the Committee.

Under the terms

of the Plan, unless the Committee determines otherwise in the case of an Option substituted for another Option in connection with a corporate

transaction, the exercise price of the Options will not be less than the fair market value (as determined under the Plan) of the shares

of common stock on the date of grant.

Options granted under the Plan will be subject to such terms, including the exercise price and the

conditions and timing of exercise, as may be determined by the Committee and specified in the applicable award agreement.

term of an Option granted under the Plan will be ten years from the date of grant (or five years in the case of an Incentive Stock Option

granted to a 10% stockholder).

Payment in respect of the exercise of an Option may be made in cash or by check, by surrender of unrestricted

shares of Common Stock (at their fair market value on the date of exercise) that have been held by the participant for any period deemed

necessary by the Company’s accountants to avoid an additional compensation charge or have been purchased on the open market, or

the Committee may, in its discretion and to the extent permitted by law, allow such payment to be made through a broker-assisted cashless

exercise mechanism, a net exercise method, or by such other method as the Committee may determine to be appropriate.

Stock Appreciation Rights

The Committee will be authorized to award Stock Appreciation

Rights (or SARs) under the Plan.

SARs will be subject to such terms and conditions as established by the Committee.

A SAR is a contractual

right that allows a participant to receive, either in the form of cash, shares or any combination of cash and shares, the appreciation,

if any, in the value of a share over a certain period of time.

A SAR granted under the Plan may be granted in tandem with an option and

SARs may also be awarded to a participant independent of the grant of an Option.

SARs granted in connection with an Option shall be subject

to terms similar to the Option which corresponds to such SARs.

SARs shall be subject to terms established by the Committee and reflected

in the award agreement.

Restricted Stock

The Committee will be authorized to award Restricted

Stock under the Plan.

Unless otherwise provided by the Committee and specified in an award agreement, restrictions on Restricted Stock

will lapse after three years of service with the Company.

The Committee will determine the terms of such Restricted Stock awards.

Stock are shares of common stock that generally are non-transferable and subject to other restrictions determined by the Committee for

a specified period.

Unless the Committee determines otherwise or specifies otherwise in an award agreement, if the participant terminates

employment or services during the restricted period, then any unvested restricted stock will be forfeited.

Restricted Stock Unit Awards

The Committee will be authorized to award Restricted

Stock Unit awards.

Unless otherwise provided by the Committee and specified in an award agreement, Restricted Stock Units will vest after

three years of service with the Company.

The Committee will determine the terms of such Restricted Stock Units.

Unless the Committee determines

otherwise or specifies otherwise in an award agreement, if the participant terminates employment or services during the period of time

over which all or a portion of the units are to be earned, then any unvested units will be forfeited.

At the election of the Committee,

the participant will receive a number of shares of common stock equal to the number of units earned or an amount in cash equal to the

fair market value of that number of shares at the expiration of the period over which the units are to be earned or at a later date selected

Company’s Board of Directors or a committee appointed by the Board (the “Committee”) will administer the Plan.

Committee will have the authority, without limitation (i) to designate Participants to receive Awards, (ii) determine the types of Awards

to be granted to Participants, (iii) determine the number of shares of common stock to be covered by Awards, (iv) determine the terms

and conditions of any Awards granted under the Plan, (v) determine to what extent and under what circumstances Awards may be settled

in cash, shares of common stock, other securities, other Awards or other property, or canceled, forfeited or suspended, (vi) determine

whether, to what extent, and under what circumstances the delivery of cash, Common Stock, other securities, other Awards or other property

and other amounts payable with respect to an Award shall be made;

(vii) interpret, administer, reconcile any inconsistency in, settle

any controversy regarding, correct any defect in and/or complete any omission in this Plan and any instrument or agreement relating to,

or Award granted under, this Plan;

(viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the

Committee shall deem appropriate for the proper administration of this Plan;

(ix) accelerate the vesting or exercisability of, payment

for or lapse of restrictions on, Awards;

(x) reprice existing Awards with shareholder approval or to grant Awards in connection with

or in consideration of the cancellation of an outstanding Award with a higher price;

and (xi) make any other determination and take any

other action that the Committee deems necessary or desirable for the administration of this Plan.

The Committee will have full discretion

to administer and interpret the Plan and to adopt such rules, regulations and procedures as it deems necessary or advisable and to determine,

among other things, the time or times at which the awards may be exercised and whether and under what circumstances an award may be exercised.

directors, officers, advisors and consultants of the Company or its affiliates are eligible to participate in the Plan and are referred

to as “Participants”.

The Committee has the sole and complete authority to determine who will be granted an Award under the

Plan, however, it may delegate such authority to one or more officers of the Company under the circumstances set forth in the Plan.

of Shares Authorized

to approximately 1,500,000 shares of common stock may be issued pursuant to awards granted under the 2021 Plan and 2,500,000 under the 2023 Plan.

an Award is forfeited, canceled, or if any Option terminates, expires or lapses without being exercised, the Common Stock subject to

such Award will again be made available for future grant.

However, shares that are used to pay the exercise price of an Option or that

are withheld to satisfy the Participant’s tax withholding obligation will not be available for re-grant under the Plan.

there is any change in the Company’s corporate pro or structure, the Committee in its sole discretion may make substitutions or

adjustments to the number of shares of common stock reserved for issuance under the Plan, the number of shares covered by Awards then

outstanding under the Plan, the limitations on Awards under the Plan, the exercise price of outstanding Options and such other equitable

substitution or adjustments as it may determine appropriate.

Plan has a term of ten years and no further Awards may be granted under the Plan after that date.

Available for Grant

Committee may grant Awards of Non-Qualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock Awards,

Restricted Stock Units, Stock Bonus Awards, Performance Compensation Awards (including cash bonus awards) or any combination of the foregoing.

Notwithstanding, the Committee may not grant to any one person in any one calendar year Awards (i) for more than 50% of the Available

Shares in the aggregate or (ii) payable in cash in an amount exceeding $10,000,000 in the aggregate.

Committee will be authorized to grant Options to purchase Common Stock that are either “qualified,” meaning they are intended

to satisfy the requirements of Code Section 422 for Incentive Stock Options, or “non-qualified,” meaning they are not intended

to satisfy the requirements of Section 422 of the Code.

Options granted under the Plan will be subject to the terms and conditions established

by the Committee.

Stock Bonus Awards

The Committee will be authorized to grant Awards of

unrestricted shares of common stock or other Awards denominated in shares of common stock, either alone or in tandem with other Awards,

under such terms and conditions as the Committee may determine.

Performance Compensation Awards

The Committee will be authorized to grant any Award

under the Plan in the form of a Performance Compensation Award exempt from the requirements of Section 162(m) of the Code by conditioning

the vesting of the Award on the attainment of specific performance criteria of the Company and/or one or more Affiliates, divisions or

operational units, or any combination thereof, as determined by the Committee.

The Committee will select the performance criteria based

on one or more of the following factors:

(iii) profit (net profit, gross profit, operating profit, economic profit,

profit margins or other corporate profit measures);

(iv) earnings (EBIT, EBITDA, earnings per share, or other corporate profit measures);

Under the terms of the Plan, unless the Committee determines otherwise in the case of an Option substituted for another

Option in connection with a corporate transaction, the exercise price of the Options will not be less than the fair market value (as

determined under the Plan) of the shares of common stock on the date of grant.

Options granted under the Plan will be subject to such

terms, including the exercise price and the conditions and timing of exercise, as may be determined by the Committee and specified in

the applicable award agreement.

The maximum term of an Option granted under the Plan will be ten years from the date of grant (or five

years in the case of an Incentive Stock Option granted to a 10% stockholder).

Payment in respect of the exercise of an Option may be

made in cash or by check, by surrender of unrestricted shares of Common Stock (at their fair market value on the date of exercise) that

have been held by the participant for any period deemed necessary by the Company’s accountants to avoid an additional compensation

charge or have been purchased on the open market, or the Committee may, in its discretion and to the extent permitted by law, allow such

payment to be made through a broker-assisted cashless exercise mechanism, a net exercise method, or by such other method as the Committee

may determine to be appropriate.

Appreciation Rights

Committee will be authorized to award Stock Appreciation Rights (or “SARs”) under the Plan.

SARs will be subject to such

terms and conditions as established by the Committee.

A SAR is a contractual right that allows a participant to receive, either in the

form of cash, shares or any combination of cash and shares, the appreciation, if any, in the value of a share over a certain period of

A SAR granted under the Plan may be granted in tandem with an option and SARs may also be awarded to a participant independent

of the grant of an Option.

SARs granted in connection with an Option shall be subject to terms similar to the Option which corresponds

to such SARs.

SARs shall be subject to terms established by the Committee and reflected in the award agreement.

Committee will be authorized to award Restricted Stock under the Plan.

Unless otherwise provided by the Committee and specified in an

award agreement, restrictions on Restricted Stock will lapse after three years of service with the Company.

The Committee will determine

the terms of such Restricted Stock awards.

Restricted Stock are shares of common stock that generally are non-transferable and subject

to other restrictions determined by the Committee for a specified period.

Unless the Committee determines otherwise or specifies otherwise

in an award agreement, if the participant terminates employment or services during the restricted period, then any unvested restricted

stock will be forfeited.

Stock Unit Awards

Committee will be authorized to award Restricted Stock Unit awards.

Unless otherwise provided by the Committee and specified in an award

agreement, Restricted Stock Units will vest after three years of service with the Company.

The Committee will determine the terms of

such Restricted Stock Units.

Unless the Committee determines otherwise or specifies otherwise in an award agreement, if the participant

terminates employment or services during the period of time over which all or a portion of the units are to be earned, then any unvested

units will be forfeited.

At the election of the Committee, the participant will receive a number of shares of common stock equal to the

number of units earned or an amount in cash equal to the fair market value of that number of shares at the expiration of the period over

which the units are to be earned or at a later date selected by the Committee.

Committee will be authorized to grant Awards of unrestricted shares of common stock or other Awards denominated in shares of common stock,

either alone or in tandem with other Awards, under such terms and conditions as the Committee may determine.

Compensation Awards

Committee will be authorized to grant any Award under the Plan in the form of a Performance Compensation Award exempt from the requirements

of Section 162(m) of the Code by conditioning the vesting of the Award on the attainment of specific performance criteria of the Company

and/or one or more Affiliates, divisions or operational units, or any combination thereof, as determined by the Committee.

The Committee

will select the performance criteria based on one or more of the following factors:

(iii) profit (net profit,

gross profit, operating profit, economic profit, profit margins or other corporate profit measures);

(iv) earnings (EBIT, EBITDA, earnings

per share, or other corporate profit measures);

(v) net income (before or after taxes, operating income or other income measures);

(vi) cash (cash flow, cash generation or other cash

cash (cash flow, cash generation or other cash measures);

(vii) stock price or performance;

(viii) total stockholder return (stock price appreciation plus reinvested dividends divided

by beginning share price);

(viii) total stockholder return (stock price

appreciation plus reinvested dividends divided by beginning share price);

(ix) economic value added;

(x) return measures (including, but not limited to, return on assets, capital, equity,

investments or sales, and cash flow return on assets, capital, equity, or sales);

(x) return measures (including,

but not limited to, return on assets, capital, equity, investments or sales, and cash flow return on assets, capital, equity, or sales);

(xi) market share;

(xii) improvements in capital structure;

(xiii) expenses (expense management, expense ratio, expense efficiency ratios or other expense measures);

(xiv) business expansion or

consolidation (acquisitions and divestitures);

(xv) internal rate of return or increase in net present value;

(xvi) working capital targets

relating to inventory and/or accounts receivable;

(xiii) expenses (expense management, expense ratio, expense efficiency ratios

or other expense measures);

(xiv) business expansion or consolidation (acquisitions and divestitures);

(xv) internal rate of return or

increase in net present value;

(xvi) working capital targets relating to inventory and/or accounts receivable;

(xvii) inventory management;

(xviii) service or product delivery or quality;

(xix) customer

satisfaction;

(xix) customer satisfaction;

(xx) employee retention;

(xxi) safety standards;

(xxii) productivity measures;

productivity measures;

(xxiii) cost reduction measures;

and/or (xxiv)

strategic plan development and implementation.

and/or (xxiv) strategic plan development and implementation.

Transferability

Each Award may be exercised during the Participant’s

lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative

and may not be otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution.

Committee, however, may permit Awards (other than Incentive Stock Options) to be transferred to family members, a trust for the benefit

of such family members, a partnership or limited liability company whose partners or stockholders are the Participant and his or her family

members or anyone else approved by it.

The Plan will have a term of ten years.

The Company’s

board of directors may amend, suspend or terminate the Plan at any time;

however, shareholder approval to amend the Plan may be necessary

if the law or SEC so requires.

No amendment, suspension or termination will materially and adversely affect the rights of any Participant

or recipient of any Award without the consent of the Participant or recipient.

Change in Control

Except to the extent otherwise provided in an Award

or required by applicable law, in the event of a Change in Control, upon the occurrence of a Change in Control, the Committee is authorized,

but not obligated, to make any of the following adjustments (or any combination thereof) in the terms and conditions of outstanding Awards:

Award may be exercised during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the

Participant’s guardian or legal representative and may not be otherwise transferred or encumbered by a Participant other than by

will or by the laws of descent and distribution.

The Committee, however, may permit Awards (other than Incentive Stock Options) to be

transferred to family members, a trust for the benefit of such family members, a partnership or limited liability company whose partners

or stockholders are the Participant and his or her family members or anyone else approved by it.

Plan will have a term of ten years.

The Company’s board of directors may amend, suspend or terminate the Plan at any time;

shareholder approval to amend the Plan may be necessary if the law or SEC so requires.

No amendment, suspension or termination will materially

and adversely affect the rights of any Participant or recipient of any Award without the consent of the Participant or recipient.

to the extent otherwise provided in an Award or required by applicable law, in the event of a Change in Control, upon the occurrence

of a Change in Control, the Committee is authorized, but not obligated, to make any of the following adjustments (or any combination

thereof) in the terms and conditions of outstanding Awards:

(a) continuation or assumption of outstanding Awards by the surviving company;

(b) substitution by the surviving company of equity, equity-based

and/or cash awards with substantially the same terms for outstanding Awards;

under outstanding Awards immediately prior to the occurrence of the Change in Control;

(d) upon written notice, provide that any outstanding

Awards must be exercised, to the extent then exercisable, during a reasonable period determined by the Committee and at the end of such

period, any unexercised Awards will terminate;

and (e) cancellation of all or any portion of outstanding Awards for fair value (in the

form of cash, shares or other property) and which value may be zero.

(b) substitution by the surviving company of equity, equity-based and/or cash awards with substantially the same terms for outstanding

(c) accelerated exercisability, vesting and/or lapse of restrictions under outstanding Awards immediately prior to the occurrence

of the Change in Control;

(d) upon written notice, provide that any outstanding Awards must be exercised, to the extent then exercisable,

during a reasonable period determined by the Committee and at the end of such period, any unexercised Awards will terminate;

and I cancellation

of all or any portion of outstanding Awards for fair value (in the form of cash, shares or other property) and which value may be zero.

Federal Income Tax Consequences

The following is a general summary of the material

federal income tax consequences of the grant and exercise and vesting of Awards under the Plan and the disposition of shares acquired

pursuant to the exercise of such Awards.

This summary is intended to reflect the current provisions of the Code and the regulations thereunder.

However, this summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local and payroll

tax considerations.

following is a general summary of the material U.S.

federal income tax consequences of the grant and exercise and vesting of Awards under

the Plan and the disposition of shares acquired pursuant to the exercise of such Awards.

This summary is intended to reflect the current

provisions of the Code and the regulations thereunder.

However, this summary is not intended to be a complete statement of applicable

law, nor does it address foreign, state, local and payroll tax considerations.

Moreover, the U.S.

federal income tax consequences to any particular participant may differ from those described herein

by reason of, among other things, the particular circumstances of such participant.

There are a number of requirements that must be met

for a particular Option to be treated as an Incentive Stock Option.

One such requirement is that Common Stock acquired through the exercise

of an Incentive Stock Option cannot be disposed of before the later of (i) two years from the date of grant of the Option, or (ii) one

year from the date of its exercise.

Holders of Incentive Stock Options will generally incur no federal income tax liability at the time

of grant or upon exercise of those Options.

However, the spread at exercise will be an “item of tax preference,” which may

give rise to “alternative minimum tax” liability for the taxable year in which the exercise occurs.

If the holder does not

dispose of the shares before the later of two years following the date of grant and one year following the date of exercise, the difference

between the exercise price and the amount realized upon disposition of the shares will constitute long-term capital gain or loss, as the

Assuming both holding periods are satisfied, no deduction will be allowed to the Company for federal income tax purposes

in connection with the grant or exercise of the Incentive Stock Option.

If, within two years following the date of grant or within one

year following the date of exercise, the holder of shares acquired through the exercise of an Incentive Stock Option disposes of those

shares, the Participant will generally realize taxable compensation at the time of such disposition equal to the difference between the

exercise price and the lesser of the Fair Market Value of the share on the date of exercise or the amount realized on the subsequent disposition

of the shares, and that amount will generally be deductible by the Company for federal income tax purposes, subject to the possible limitations

on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those Sections.

if an otherwise Incentive Stock Option becomes first exercisable in any one year for shares having an aggregate value in excess of $100,000

(based on the date of grant value), the portion of the Incentive Stock Option in respect of those excess shares will be treated as a non-qualified

stock option for federal income tax purposes.

No income will be realized by a Participant upon grant

of a Non-Qualified Stock Option.

Upon the exercise of a Non-Qualified Stock Option, the Participant will recognize ordinary compensation

income in an amount equal to the excess, if any, of the Fair Market Value of the underlying exercised shares over the Option Exercise

Price paid at the time of exercise.

Such income will be subject to income tax withholdings, and the Participant will be required to pay

to the Company the amount of any required withholding taxes in respect to such income.

The Company will be able to deduct this same amount

federal income tax consequences to

any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such

are a number of requirements that must be met for a particular Option to be treated as an Incentive Stock Option.

One such requirement

is that Common Stock acquired through the exercise of an Incentive Stock Option cannot be disposed of before the later of (i) two years

from the date of grant of the Option, or (ii) one year from the date of its exercise.

Holders of Incentive Stock Options will generally

incur no federal income tax liability at the time of grant or upon exercise of those Options.

However, the spread at exercise will be

an “item of tax preference,” which may give rise to “alternative minimum tax” liability for the taxable year

in which the exercise occurs.

If the holder does not dispose of the shares before the later of two years following the date of grant

and one year following the date of exercise, the difference between the exercise price and the amount realized upon disposition of the

shares will constitute long-term capital gain or loss, as the case may be.

Assuming both holding periods are satisfied, no deduction

will be allowed to the Company for federal income tax purposes in connection with the grant or exercise of the Incentive Stock Option.

If, within two years following the date of grant or within one year following the date of exercise, the holder of shares acquired through

the exercise of an Incentive Stock Option disposes of those shares, the Participant will generally realize taxable compensation at the

time of such disposition equal to the difference between the exercise price and the lesser of the Fair Market Value of the share on the

date of exercise or the amount realized on the subsequent disposition of the shares, and that amount will generally be deductible by

the Company for federal income tax purposes, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the

Code for compensation paid to executives designated in those Sections.

Finally, if an otherwise Incentive Stock Option becomes first

exercisable in any one year for shares having an aggregate value in excess of $100,000 (based on the date of grant value), the portion

of the Incentive Stock Option in respect of those excess shares will be treated as a non-qualified stock option for federal income tax

will be realized by a Participant upon grant of a Non-Qualified Stock Option.

Upon the exercise of a Non-Qualified Stock Option, the

Participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the Fair Market Value of the underlying

exercised shares over the Option exercise price paid at the time of exercise.

Such income will be subject to income tax withholdings,

and the Participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income.

Company will be able to deduct this same amount for U.S.

federal income tax purposes, but such deduction may be limited under Sections

280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Participant will not be subject to tax upon the grant of an Award of Restricted Stock unless the Participant otherwise elects to be taxed

at the time of grant pursuant to Section 83(b) of the Code.

On the date an Award of Restricted Stock becomes transferable or is no longer

subject to a substantial risk of forfeiture, the Participant will recognize ordinary compensation income equal to the difference between

the Fair Market Value of the shares on that date over the amount the Participant paid for such shares, if any.

Such income will be subject

to income tax withholdings, and the Participant will be required to pay to the Company the amount of any required withholding taxes in

respect to such income.

If the Participant made an election under Section 83(b) of the Code, the Participant will recognize ordinary

compensation income at the time of grant equal to the difference between the Fair Market Value of the shares on the date of grant over

the amount the Participant paid for such shares, if any, and any subsequent appreciation in the value of the shares will be treated as

a capital gain upon sale of the shares.

Special rules apply to the receipt and disposition of Restricted Shares received by officers

and directors who are subject to Section 16(b) of the Securities Exchange Act of 1934 (the “Exchange Act”).

The Company will

be able to deduct, at the same time as it is recognized by the Participant, the amount of taxable compensation to the participant for

federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid

to certain executives designated in those Sections.

Restricted Stock

A Participant will not be subject to tax upon the

grant of an Award of Restricted Stock unless the Participant otherwise elects to be taxed at the time of grant pursuant to Section 83(b)

On the date an Award of Restricted Stock becomes transferable or is no longer subject to a substantial risk of forfeiture,

the Participant will recognize ordinary compensation income equal to the difference between the Fair Market Value of the shares on that

date over the amount the Participant paid for such shares, if any.

Such income will be subject to income tax withholdings, and the Participant

will be required to pay to the Company the amount of any required withholding taxes in respect to such income.

If the Participant made

an election under Section 83(b) of the Code, the Participant will recognize ordinary compensation income at the time of grant equal to

the difference between the Fair Market Value of the shares on the date of grant over the amount the Participant paid for such shares,

Participant will not be subject to tax upon the grant of a Restricted Stock Unit Award.

Rather, upon the delivery of shares or cash pursuant

to a Restricted Stock Unit Award, the Participant will recognize ordinary compensation income equal to the Fair Market Value of the number

of shares (or the amount of cash) the Participant actually receives with respect to the Award.

Such income will be subject to income

tax withholdings, and the Participant will be required to pay to the Company the amount of any required withholding taxes in respect

to such income.

The Company will be able to deduct the amount of taxable compensation recognized by the Participant for U.S.

income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives

designated in those Sections.

income will be realized by a Participant upon grant of an SAR.

Upon the exercise of an SAR, the Participant will recognize ordinary compensation

income in an amount equal to the Fair Market Value of the payment received in respect of the SAR.

Such income will be subject to income

tax withholdings, and the Participant will be required to pay to the Company the amount of any required withholding taxes in respect

to such income.

The Company will be able to deduct this same amount for U.S.

federal income tax purposes, but such deduction may be limited

under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Participant will recognize ordinary compensation income equal to the difference between the Fair Market Value of the shares on the date

the shares of common stock subject to the Award are transferred to the Participant over the amount the Participant paid for such shares,

if any, and any subsequent appreciation in the value of the shares will be treated as a capital gain upon sale of the shares.

rules apply to the receipt and disposition of Restricted Shares received by officers and directors who are subject to Section 16(b) of

the Securities Exchange Act of 1934 (the “Exchange Act”).

The Company will be able to deduct, at the same time as it is recognized

by the Participant, the amount of taxable compensation to the participant for U.S.

federal income tax purposes, but such deduction may

be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Restricted Stock Units

A Participant will not be subject to tax upon the

grant of a Restricted Stock Unit Award.

Rather, upon the delivery of shares or cash pursuant to a Restricted Stock Unit Award, the Participant

will recognize ordinary compensation income equal to the Fair Market Value of the number of shares (or the amount of cash) the Participant

actually receives with respect to the Award.

Such income will be subject to income tax withholdings, and the Participant will be required

to pay to the Company the amount of any required withholding taxes in respect to such income.

The Company will be able to deduct the amount

of taxable compensation recognized by the Participant for U.S.

federal income tax purposes, but the deduction may be limited under Sections

280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

No income will be realized by a Participant upon grant

Upon the exercise of an SAR, the Participant will recognize ordinary compensation income in an amount equal to the Fair Market

Value of the payment received in respect of the SAR.

Such income will be subject to income tax withholdings, and the Participant will

be required to pay to the Company the amount of any required withholding taxes in respect to such income.

The Company will be able to

deduct this same amount for U.S.

federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the

Code for compensation paid to certain executives designated in those Sections.

Stock Bonus Awards

A Participant will recognize ordinary compensation

income equal to the difference between the Fair Market Value of the shares on the date the shares of common stock subject to the Award

are transferred to the Participant over the amount the Participant paid for such shares, if any, and any subsequent appreciation in the

value of the shares will be treated as a capital gain upon sale of the shares.

The Company will be able to deduct, at the same time as

it is recognized by the Participant, the amount of taxable compensation to the Participant for U.S.

federal income tax purposes, but such

deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Section 162(m)

In general, Section 162(m) of the Code denies a publicly

held corporation a deduction for U.S.

federal income tax purposes for compensation in excess of $1,000,000 per year per person paid to

its principal executive officer and the three other officers (other than the principal executive officer and principal financial officer)

whose compensation is disclosed in its proxy statement/prospectus as a result of their total compensation, subject to certain exceptions.

The Plan is intended to satisfy an exception with respect to grants of Options to covered employees.

In addition, the Plan is designed

to permit certain Awards of Restricted Stock, Restricted Stock Units, cash bonus awards and other Awards to be awarded as performance

compensation awards intended to qualify under the “performance-based compensation” exception to Section 162(m) of the Code.

New Plan Benefits

Future grants under the Plan will be made at the discretion

of the Committee and, accordingly, are not yet determinable.

In addition, the value of the Awards granted under the Plan will depend on

a number of factors, including the Fair Market Value of the shares of common stock on future dates, the exercise decisions made by the

Participants and/or the extent to which any applicable performance goals necessary for vesting or payment are achieved.

Consequently,

it is not possible to determine the benefits that might be received by Participants receiving discretionary grants under, or having their

annual bonus paid pursuant to, the Plan.

Interests of Directors or Officers

The Company’s directors may grant Awards under

the Plan to themselves as well as to the Company’s officers and other employees, consultants and advisors.

Equity Compensation Plan Information

The following table provides

information, as of December 31, 2021, with respect to equity securities authorized for issuance under compensation plans:

Securities to be

will be able to deduct, at the same time as it is recognized by the Participant, the amount of taxable compensation to the Participant

federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid

to certain executives designated in those Sections.

general, Section 162(m) of the Code denies a publicly held corporation a deduction for U.S.

federal income tax purposes for

compensation in excess of $1,000,000 per year paid to any “covered employee.” Covered employees include any individual

who served as chief executive officer or chief financial officer during the taxable year, in addition to the three most highly

compensated individuals aside from the chief executive officer and chief financial officer.

Additionally, covered employees include

any previously covered employee for any taxable year beginning after December 31, 2016.

The Plan is intended to satisfy an exception

with respect to grants of Options to covered employees.

In addition, the Plan was designed to permit certain Awards of Restricted

Stock, Restricted Stock Units, cash bonus awards and other Awards to be awarded as performance compensation awards intended to

qualify under the “performance-based compensation” exception to Section 162(m) of the Code.

On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”)

was signed into law.

The TCJA repealed the performance-based compensation exception to the Section 162(m) $1 million limitation on compensation

to covered employees of publicly held corporations.

This change was effective for tax years beginning after December 31, 2017.

of this change, any expense recognized upon exercise of stock options will be subject to the $1 million limitation under Section 162(m),

even if based on performance.

Plan Benefits

grants under the Plan will be made at the discretion of the Committee and, accordingly, are not yet determinable.

In addition, the value

of the Awards granted under the Plan will depend on a number of factors, including the Fair Market Value of the shares of common stock

on future dates, the exercise decisions made by the Participants and/or the extent to which any applicable performance goals necessary

for vesting or payment are achieved.

Consequently, it is not possible to determine the benefits that might be received by Participants

receiving discretionary grants under, or having their annual bonus paid pursuant to, the Plan.

of Directors or Officers

Company’s directors may grant Awards under the Plan to themselves as well as to the Company’s officers and other employees,

consultants and advisors.

Compensation Plan Information

following table provides information, as of December 31, 2022, with respect to equity securities authorized for issuance under compensation

of securities

Weighted-average

Outstanding Options

upon exercise

exercise price of

of outstanding

Plan Category

under the plan

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Director Compensation

On December 4, 2020, the board of directors approved

a new board compensation plan that would compensate the board members for their deferred compensation for the fourth quarter 2020 through

the third quarter of 2021.

The board members are eligible for cash compensation of $12,000 per year to be paid quarterly within 30 days

of the close of each quarter.

In addition, on an ongoing basis pursuant to the approved

board compensation plan each director will receive $8,000 in value of common stock per year for service as director, $6,000 in value of

shares of common stock per year for service on each committee and $4,000 in value of shares of common stock per year for service as chair

for such committee.

The number of shares to be issued would be based upon the closing price of the last trading date of each calendar

The shares of common stock for committee service will be limited to two committees.

Kevin Mohan is an employee-director and does not receive

compensation for serving in his role as a director or Chairman of the Board.

The following

table provides information relating to compensation of our directors for our fiscal year ended December 31, 2021

Fees earned or paid in cash

Option awards

Non-equity incentive plan compensation

Nonqualified deferred compensation earnings

All Other Compensation

the year ended December 31, 2021, through the third quarter of 2022 the board members were eligible for cash compensation of $12,000

per year to be paid quarterly within 30 days of the close of each quarter.

On November 11, 2022, the board of directors approved a new

board compensation plan that would increase the cash compensation to $22,000 to be paid quarterly within 30 days of the close of each

quarter, which was retroactively applied for the full fourth quarter of 2022.

addition, on an ongoing basis pursuant to the approved board compensation plan each director will receive $8,000 in value of common stock

per year for service as director, $6,000 in value of shares of common stock per year for service on each committee and $4,000 in value

of shares of common stock per year for service as chair for such committee.

The number of shares to be issued would be based upon the

closing price of the last trading date of each calendar quarter.

The shares of common stock for committee service will be limited to

two committees.

Mohan is an employee-director and does not receive compensation for serving in his role as a director or Chairman of the Board.

following table provides information relating to compensation of our directors for our fiscal year ended December 31, 2022:

or paid in cash

incentive plan compensation

Non-qualified

deferred compensation earnings

other compensation

Major General (Ret) Malcolm B.

Philip Balatsos

Executive Compensation Philosophy

Our Board of Directors determines the compensation

given to our executive officers in their sole determination.

Our Board of Directors reserves the right to pay our executives or any future

executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive

bonuses which are linked to our performance, as well as to the individual executive officer’s performance.

This package may also

include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our

long-term business strategies.

Additionally, while our Board of Directors has not granted any performance base stock options to date,

the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants

would be in the best interests of the Company.

Incentive Bonus

The Board of Directors may grant incentive bonuses

to our executive officers and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are

in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we

are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

Long-Term, Stock Based Compensation

In order to attract, retain and motivate executive

talent necessary to support the Company’s long-term business strategy we may award our executives and any future executives with

long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors.

Phillip Balatsos

Compensation Philosophy

Board of Directors determines the compensation given to our executive officers in their sole determination.

Our Board of Directors reserves

the right to pay our executives or any future executives a salary, and/or issue them shares of common stock issued in consideration for

services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s

This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance

of our executives with our long-term business strategies.

Additionally, while our Board of Directors has not granted any performance

base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination

believes such grants would be in the best interests of the Company.

Board of Directors may grant incentive bonuses to our executive officers and/or future executive officers in its sole discretion, if

the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives

and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and

ability of such executives.

Stock-Based Compensation

order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award

our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board

of Directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information about

the beneficial ownership of our common stock at March 16, 2022, for:

each person, or group of affiliated persons, whom we know to beneficially own more than 5% of our common stock;

each of our named executive officers;

each of our directors;

all of our executive officers and directors as a group.

We have determined beneficial ownership in accordance

with the rules of the Securities and Exchange Commission.

These rules generally attribute beneficial ownership of securities to persons

who possess sole or shared voting power or investment power with respect to those securities.

In addition, the rules include shares of

common stock issuable pursuant to the exercise of stock options or warrants or upon conversion of a security that are either exercisable

or convertible on or before a date that is 60 days after March 16, 2022.

These shares are deemed to be outstanding and beneficially

owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they

are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated,

the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially

owned by them, subject to applicable community property laws.

Except as otherwise noted below, the address for persons

listed in the table is c/o Muscle Maker, Inc., 2600 South Shore Blvd., Suite 300, League City, Texas 77573.

following table sets forth information about the beneficial ownership of our common stock at March 21, 2023, for:

person, or group of affiliated persons, whom we know to beneficially own more than 5% of

our common stock;

of our named executive officers;

of our directors;

of our executive officers and directors as a group.

have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission.

These rules generally attribute

beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities.

In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options or warrants or upon conversion

of a security that are either exercisable or convertible on or before a date that is 60 days after March 21, 2023.

These shares are deemed

to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage

ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other

Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect

to all shares shown as beneficially owned by them, subject to applicable community property laws.

as otherwise noted below, the address for persons listed in the table is c/o Muscle Maker, Inc., 1751 River Run, Suite 200, Fort Worth,

percentage ownership information shown in the column labeled “Percentage of shares outstanding” is based upon 29,318,520

5 unchanged sentences

5% Stockholders:

Armistice Capital Master Fund LTD (2)

Altuim Growth Fund, LP (3)

Armistice Capital LLC (2)

Catalytic Holdings 1 LLC (3)

Thoroughbred Diagnostics, LLC (4)

Joey Giamichael (5)

Directors and Named Executive Officers:

Kevin Mohan (6)

Ferdinand Groenewald

Jennifer Black (8)

Kenneth Miller (9)

3 unchanged sentences

Jeff Carl (14)

Major General (ret) Malcolm Frost (13)

Philip Balatsos (14)

Malcolm Frost (15)

Phillip Balatsos (16)

All executive officers and directors as a group (11 persons)

Denotes less than 1%

ownership as reported in the above table has been determined in accordance with Rule 13d-3 promulgated under the Securities Exchange

Act of 1934, as amended, and is not necessarily indicative of beneficial ownership for any other purpose.

The number of shares of

common stock shown as beneficially owned includes shares of common stock issuable upon (i) the exercise of stock options that will

become exercisable within sixty (60) days of March 16, 2022, (ii) the conversion of the convertible promissory notes into

shares of our common stock, and (iii) the exercise of warrants that will become exercisable within sixty (60) days of March 16,

Shares of common stock issuable pursuant to the foregoing methods are deemed outstanding for purposes of calculating the

percentage of beneficial ownership of the person or entity holding such securities.

Accordingly, the total percentages of beneficial

ownership are in excess of one hundred percent (100%).

Capital Master Fund LTD beneficial owns (i) 2,728,553 shares of the common stock of the Company and (ii) 7,725,337 shares of common

stock of the Company which are subject to presently exercisable purchase warrants.

There is a beneficial ownership limitation on

the warrants and prefunded warrants owned by the holder that limits beneficial ownership of the holder to 9.99% of the number of

shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise

of the warrant at any time.

The beneficial ownership limitation can be increase by the holder by giving written notice to the Company,

but this will not take effect until 61 days after the delivery of the notice to the Company.

Armistice Capital Master Fund LTD is

managed by Armistice Capital, LLC, its investment manager.

Steven Boyd, the managing member of Armistice Capital, LLC has the sole

voting and investment power over the securities held by Armistice Capital Master Fund LTD.

Based solely on the information provided

in Schedule 13G filed with the Securities and Exchange Commission dated February 14, 2022 by Armistice Capital, LLC.

Growth Funds, LP beneficial owns (i) 1,995,882 shares of the common stock of the Company, (ii) 2,888,085 shares of common stock of

the Company which are subject to presently exercisable purchase warrants and (iii) 438,085 shares of common stock of the Company

issuable upon the exercise of pre-funded warrants.

There is a beneficial ownership limitation on the warrants and prefunded warrants

owned by the holder that limits beneficial ownership of the holder to 9.99% of the number of shares of common stock outstanding immediately

after giving effect to the issuance of shares of common stock issuable upon exercise of the warrant at any time.

The beneficial ownership

limitation can be increase by the holder by giving written notice to the Company, but this will not take effect until 61 days after

the delivery of the notice to the Company.

Altium Growth Fund, LP is managed by Jacob Gottlieb who has the sole voting and investment

power over the securities held by Altium Growth Fund, LP.

Based solely on the information provided in Schedule 13G/A filed with the

Securities and Exchange Commission dated February 11, 2022 by Armistice Capital, LLC.

(1) Beneficial

ownership as reported in the above table has been determined in accordance with Rule 13d-3

promulgated under the Securities Exchange Act of 1934, as amended, and is not necessarily

indicative of beneficial ownership for any other purpose.

The number of shares of common

stock shown as beneficially owned includes shares of common stock issuable upon (i) the exercise

of stock options that will become exercisable within 60 days of March 21, 2023, (ii)

the conversion of the convertible promissory notes into shares of our common stock, and (iii)

the exercise of warrants that will become exercisable within 60 days of March 21,

Shares of common stock issuable pursuant to the foregoing methods are deemed outstanding

for purposes of calculating the percentage of beneficial ownership of the person or entity

holding such securities.

Accordingly, the total percentages of beneficial ownership are in

excess of one hundred percent (100%).

(2) Armistice

Capital LLC beneficially owns 3,201,897 shares of common stock of the Company which are subject

to presently exercisable purchase warrants.

Armistice Capital Master Fund Ltd., a Cayman

Islands exempted company (the “Master Fund”) holds 3,201,897 shares of common

stock issuable upon exercise of Warrants at an exercise price of $1.385.

Armistice Capital,

LLC (“Armistice Capital”) is the investment manager of Armistice Capital Master

(the “Master Fund”), the direct holder of the Shares, and pursuant

to an Investment Management Agreement, Armistice Capital exercises voting and investment

power over the securities of the Issuer held by the Master Fund and thus may be deemed to

beneficially own the securities of the Issuer held by the Master Fund.

Boyd, as the managing

member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer

held by the Master Fund.

The Master Fund specifically disclaims beneficial ownership of the

securities of the Issuer directly held by it by virtue of its inability to vote or dispose

of such securities as a result of its Investment Management Agreement with Armistice Capital.

The address of the Master Fund is c/o Armistice Capital, LLC, 510 Madison Ave, 7 th

Floor, New York, NY 10022.

Holdings, LLC beneficially owns (i) 1,129,052 shares of common stock of the Company (ii) 850,750 shares of common stock of the Company

which are subject to presently exercisable purchase warrants.

The natural person with voting and investment control for Catalytic

Holdings, LLC is Dmitriy Shapiro.

Thoroughbred Diagnostics, LLC beneficially owns (i) 979,000 shares of common stock of Muscle Maker

(ii) 600,000 shares of common stock of Muscle Maker which are subject to presently exercisable purchase warrants.

The natural person

with voting and investment control for Thoroughbred Diagnostics, LLC is Joey Giamichael.

which issuable upon exercise of warrant at an exercise price of $2.40.

The natural person with voting and investment control for

Catalytic Holdings, LLC is Dmitriy Shapiro.

Diagnostics, LLC beneficially owns (i) 979,000 shares of common stock of Muscle Maker (ii) 600,000 shares of common stock of Muscle

Maker issuable upon exercise of warrant at an exercise price of $2.88.

The natural person with voting and investment control for

Thoroughbred Diagnostics, LLC is Joey Giamichael.

Giamichael beneficially owns 1,622,908 shares of common stock of the Company.

Mohan beneficially owns (i) indirectly 5,574 shares of common stock of the Company through various family members that reside in

the same household as Kevin Mohan and (ii) directly 130,963 shares of common stock of Muscle Maker of which 10,714 are subject to

presently exercisable purchase warrants issued to Kevin Mohan.

Roper beneficial owns directly 105,000 shares of common stock of the Company (i) 100,000 shares of Common stock of Muscle Maker

the same household as Kevin Mohan and (ii) directly 130,963 shares of common stock of Muscle Maker Inc, for serving in various roles

in the Company, (iii) 33,000 shares of common stock of the Company purchased on the open market and (iv) directly 20,000 shares of

vested but unexercised stock options.

Roper beneficially owns directly 183,000 shares of common stock of the Company (i) 100,000 shares of common stock of Muscle Maker

for serving as the Chief Executive Officer of the Company and (ii) 58,000 shares of common stock of the Company purchased on

the open market.

Infante beneficial owns directly 2,602 shares of common stock of the Company for serving as the Chief Marketing Officer of the Company.

Miller beneficial owns directly 32,142 shares of common stock of the Company for serving as Chief Operating Officer of the Company.

Spanos beneficially owns directly (i) 19,108 shares of common stock of the Company for serving as a director and (ii) 5,300 of the

common stock of through purchase on the open market.

Southall III beneficially owns (i) directly 114,915 shares of common stock of Muscle Maker, and (ii) directly 10,000 shares of common

stock of the Company subject to presently exercisable purchase warrants issued to A.B.

Southall III.

Menchik beneficially owns (i) directly 78,420 shares of common stock of Muscle Maker, and (ii) directly 10,000 shares of common

stock of the Company subject to presently exercisable purchase warrants issued to Paul L.

Carl beneficially owns directly 17,639 shares of common stock of the Company for services rendered as a board of director.

General (ret) Malcolm Frost beneficially owns directly (i) 11,656 shares of common stock of the Company for services rendered as

a board of director and (ii) 4,951 shares of common stock of the Company through purchases on the open market..

Balatsos beneficially owns directly 16,607 shares of common stock of the Company for services rendered as a board of director.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

the open market and (iii) 25,000 shares of vested but unexercised stock options.

Black beneficially owns directly 59,500 shares of common stock of the Company (i) 20,000 shares of common stock of Muscle Maker Inc.

for serving as the Chief Financial Officer of the Company, (ii) 28,000 shares of common stock of the Company purchased on the

open market and (iii) 11,500 shares of vested but unexercised stock options.

Miller beneficially owns directly 49,192 shares of common stock of the Company (i) 32,142 shares of common stock of the Company for

serving as Chief Operating Officer of the Company, (ii) 3,300 shares of common stock of the Company purchased on the open market

and (iii) 13,750 shares of vested but unexercised stock options.

Infante beneficially owns directly 16,352 shares of common stock of the Company (i) 2,602 shares of common stock for serving as the

Chief Marketing Officer of the Company, (ii) 1,500 shares of common stock of the Company purchased on the open market and (iii) 12,250

shares of vested but unexercised stock options.

Spanos beneficially owns directly 75,956 shares of common stock of the Company (i) 56,225 shares of common stock of the Company for

services rendered as a board of director member, (ii) 18,481 of the common stock of through purchase on the open market and (iii)

1,250 shares of vested but unexercised stock options.

Southall III beneficially owns directly 155,035 shares of common stock of the Company (i) 143,785 shares of common stock of Muscle

Maker, (ii) 10,000 shares of common stock of the Company subject to presently exercisable purchase warrants issued to A.B.

III and (iii) 1,250 shares of vested but unexercised stock options.

Menchik beneficially owns directly 129,723 shares of common stock of the Company (i) 118,473 shares of common stock of Muscle

Maker, (ii) 10,000 shares of common stock of the Company subject to presently exercisable purchase warrants issued to Paul L.

and (iii) 1,250 shares of vested but unexercised stock options.

Carl beneficially owns directly 77,339 shares of common stock of the Company (i) 76,089 shares of common stock of the Company for

services rendered as a board of director member and (ii) 1,250 shares of vested but unexercised stock options.

General (ret) Malcolm Frost beneficially owns directly 71,083 shares of common stock of the Company (i) 40,526 shares of common stock

of the Company for services rendered as a board of director member, (ii) 29,307 shares of common stock of the Company through purchases

on the open market and (iii) 1,250 shares of vested but unexercised stock options.

Balatsos beneficially owns directly 60,132 shares of common stock of the Company (i) directly 58,882 shares of common stock of the

Company for services rendered as a board of director member and (ii) 1,250 shares of vested but unexercised stock options.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

and Procedures for Related Party Transactions

5 unchanged sentences

Audit Committee will review any financial transaction, arrangement or relationship that:

or will involve, directly or indirectly, any related party identified above and is in an amount greater than $0;

or will involve, directly or indirectly, any related party identified above;

cast doubt on the independence of a director;

13 unchanged sentences

with Officers, Directors and Executives of Muscle Maker

February 17, 2020 the Company authorized the issuance of an aggregate of 25,616 shares of common stock to the members of the board of

directors as compensation earned through the end of the fourth quarter of 2019.

June 24, 2020 the Company authorized the issuance of an aggregate of 4,340 shares of common stock to the members of the board of directors

as compensation earned through the end of the first quarter of 2020.

November 10, 2020 the Company authorized the issuance of an aggregate of 5,944 shares of common stock to the members of the board of

directors as compensation earned for the second and third quarter of 2020

December 4, 2020, the board of directors approved a new board compensation plan that would compensate the board members for their deferred

compensation for the fourth quarter 2020 through the third quarter of 2021.

The board members are eligible for cash compensation of $12,000

per year to be paid quarterly within 30 days of the close of each quarter.

addition, on an ongoing basis pursuant to the approved board compensation plan each director will receive $8,000 in value of common stock

per year for service as director, $6,000 in value of shares of common stock per year for service on each committee and $4,000 in value

of shares of common stock per year for service as chair for such committee.

The number of shares to be issued would be based upon the

closing price of the last trading date of each calendar quarter.

The shares of common stock for committee service will be limited to

two committees.

February 3, 2021, the Company issued an aggregate of 16,126 shares of common stock of the Company to the members of the board of directors

as compensation earned through the end of the fourth quarter of 2020.

March 31, 2021, the Company authorized the issuance of an aggregate of 12,711 shares of common stock to the members of the board of directors

as compensation earned during the first quarter of 2021.

August 24, 2021, the Company authorized the issuance of an aggregate of 20,829 shares of common stock to the members of the board of

directors as compensation earned during the second quarter of 2021.

October 21, 2021, the Company authorized the issuance of an aggregate of 24,275 shares of common stock to the members of the board of

directors as compensation earned during the third quarter of 2021.

of December 31, 2021, the Company accrued a total of $39,573 related to board compensation for stock issuance and $18,000 for their portion

of cash compensation earned during the fourth quarter of 2021.

February 10, 2022, the Company entered into an Employment Agreement with Michael Roper effective February 14, 2022, which replaced his

prior employment agreement.

January 6, 2022, we issued an aggregate of 39,573 shares of common stock to the members of the board of directors as compensation earned

during the fourth quarter of 2021.

January 2, 2022, we appointed Jennifer Black as our Chief Financial Officer and entered into an Offer Letter with Ms.

to the Offer Letter, Ms.

Black will be employed as our Chief Financial Officer on an at-will basis.

Black is entitled to a base salary

at the annualized rate of $190,000.

Our previous CFO, Ferdinand Groenewald, was appointed as our Chief Accounting Officer and subsequently

the position of Chief Accounting Officer was eliminated.

February 10, 2022, we entered into an Employment Agreement with Michael Roper effective February 14, 2022, which replaced his prior employment

Pursuant to the Employment Agreement, Mr.

Roper will continue to be employed as Chief Executive Officer of

the Company on an at will basis.

Roper will continue to be employed as our Chief Executive Officer on an at will

During the term of the Employment Agreement, Mr.

Roper will be entitled to a base salary at the annualized

rate of $350,000, which will be increased to $375,000 upon the one-year anniversary.

Roper will be eligible for a discretionary

performance bonus to be paid in cash or equity.

Within 90 days of the effective date, the Company will issue Mr.

Roper stock options

to receive 100,000 shares of common stock which will vest over a term of five years.

Roper is terminated by the Company for any

reason other than cause, including termination without cause in connection with a change in control, Mr.

Roper will be entitled to a

severance package of 18 months of salary and health and dental benefits paid in accordance with the Company’s payroll schedule,

but subject to the execution of a valid release in favor of the Company and its related parties.

February 10, 2022, the Company and Kevin Mohan, Chief Investment Officer, entered a letter agreement providing that Mr.

Roper will be entitled to a base salary at the annualized rate of $350,000, which

will be increased to $375,000 upon the one-year anniversary.

Roper will be eligible for a discretionary performance bonus to be paid

in cash or equity.

Within 90 days of the effective date, we will issue Mr.

Roper stock options to receive 100,000 shares of common stock

which will vest over a term of five years.

Roper is terminated by us for any reason other than cause, including termination without

cause in connection with a change in control, Mr.

Roper will be entitled to a severance package of 18 months of salary and health and

dental benefits paid in accordance with our payroll schedule, but subject to the execution of a valid release in favor of us and our

related parties.

February 10, 2022, we entered into a letter agreement with Kevin Mohan, Chief Investment Officer, providing that Mr.

Mohan will continue

to be engaged by the Company on an at-will basis with a base salary at the annualized rate of $200,000 effective February 14, 2022.

Mohan will be eligible for a discretionary performance bonus to be paid in cash or equity of up to 75% of his salary.

Within 90 days

of the effective date, the Company will issue Mr.

Mohan stock options to receive 75,000 shares of common stock which will vest over a

term of five years.

Mohan is terminated by the Company for any reason other than cause, including termination without cause in

connection with a change in control, he will be entitled to a severance package of six months of salary and health and dental benefits

paid in accordance with the Company’s payroll schedule and insurance program, but subject to the execution of a valid release in

favor of the Company and its related parties.

February 9, 2022, the Company and Kenn Miller, Chief Operations Officer, entered a letter agreement providing that Mr.

to be engaged by us on an at-will basis with a base salary at the annualized rate of $200,000 effective February 14, 2022.

will be eligible for a discretionary performance bonus to be paid in cash or equity of up to 75% of his salary.

Within 90 days of the

effective date, we will issue Mr.

Mohan stock options to receive 75,000 shares of common stock which will vest over a term of five years.

Mohan is terminated by us for any reason other than cause, including termination without cause in connection with a change in

control, he will be entitled to a severance package of six months of salary and health and dental benefits paid in accordance with our

payroll schedule and insurance program, but subject to the execution of a valid release in favor of us and our related parties.

February 9, 2022, we entered into a letter agreement with Kenn Miller, Chief Operations Officer, providing that Mr.

Miller will continue

to be engaged by the Company on an at-will basis with a base salary at the annualized rate of $275,000 effective February 14, 2022.

Miller will be eligible for a discretionary performance bonus to be paid in cash or equity of up to 75% of his salary.

Within 90 days

of the effective date, the Company will issue Mr.

Miller stock options to receive 50,000 shares of common stock which will vest over

a term of five years.

Miller is terminated by the Company for any reason other than cause, including termination without cause

in connection with a change in control, he will be entitled to a severance package of 12 months of salary and health and dental benefits

paid in accordance with the Company’s payroll schedule and insurance program, but subject to the execution of a valid release in

favor of the Company and its related parties.

February 9, 2022, the Company and Aimee Infante, Chief Marketing Officer, entered a letter agreement providing that Ms.

continue to be engaged by the Company on an at-will basis with a base salary at the annualized rate of $175,000 effective February 14,

Infante will be eligible for a discretionary performance bonus to be paid in cash or equity of up to 25% of her salary.

90 days of the effective date, the Company will issue Ms.

Infante stock options to receive 42,500 shares of common stock which will vest

over a term of five years.

Infante is terminated by the Company for any reason other than cause, including termination without

cause in connection with a change in control, she will be entitled to a severance package of six months of salary and health and dental

benefits paid in accordance with the Company’s payroll schedule and insurance program, but subject to the execution of a valid

release in favor of the Company and its related parties.

February 9, 2022, the Company and Ferdinand Groenewald, Chief Accounting Officer, entered a letter agreement providing that Mr.

will continue to be engaged by the Company on an at-will basis with a base salary at the annualized rate of $175,000 effective February

to be engaged by us on an at-will basis with a base salary at the annualized rate of $275,000 effective February 14, 2022.

will be eligible for a discretionary performance bonus to be paid in cash or equity of up to 75% of his salary.

Within 90 days of the

effective date, we will issue Mr.

Miller stock options to receive 50,000 shares of common stock which will vest over a term of five years.

Miller is terminated by us for any reason other than cause, including termination without cause in connection with a change in

control, he will be entitled to a severance package of 12 months of salary and health and dental benefits paid in accordance with our

payroll schedule and insurance program, but subject to the execution of a valid release in favor of us and our related parties.

February 9, 2022, we entered into a letter agreement with Aimee Infante, Chief Marketing Officer, providing that Ms.

Infante will continue

to be engaged by us on an at-will basis with a base salary at the annualized rate of $175,000 effective February 14, 2022.

will be eligible for a discretionary performance bonus to be paid in cash or equity of up to 25% of her salary.

Within 90 days of the

effective date, we will issue Ms.

Infante stock options to receive 42,500 shares of common stock which will vest over a term of five

Infante is terminated us for any reason other than cause, including termination without cause in connection with a change

in control, she will be entitled to a severance package of six months of salary and health and dental benefits paid in accordance with

the our payroll schedule and insurance program, but subject to the execution of a valid release in favor of us and our related parties.

February 9, 2022, we entered into a letter agreement with Ferdinand Groenewald, Chief Accounting Officer, providing that Mr.

will continue to be engaged by us on an at-will basis with a base salary at the annualized rate of $175,000 effective February 14, 2022.

Groenewald will be eligible for a discretionary performance bonus to be paid in cash or equity of up to 25% of his salary.

Within 90 days of the effective date, the Company will issue Mr.

Groenewald stock options to receive 25,000 shares of common stock which

will vest over a term of five years.

Groenewald is terminated by the Company for any reason other than cause, including termination

without cause in connection with a change in control, he will be entitled to a severance package of six months of salary and health and

dental benefits paid in accordance with the Company’s payroll schedule and insurance program, but subject to the execution of a

valid release in favor of the Company and its related parties.

90 days of the effective date, we will issue Mr.

Groenewald stock options to receive 25,000 shares of common stock which will vest over

a term of five years.

Groenewald is terminated by us for any reason other than cause, including termination without cause in connection

with a change in control, he will be entitled to a severance package of six months of salary and health and dental benefits paid in accordance

with our payroll schedule and insurance program, but subject to the execution of a valid release in favor of us and our related parties.

March 31, 2022, we issued an aggregate of 53,961 shares of common stock to the members of the board of directors as compensation earned

during the first quarter of 2022.

April 4, 2022, we issued 20,000 shares of common stock to a member of the executive team per the employment agreement.

May 2, 2022, we issued options to purchase an aggregate of 312,500 shares of common stock.

The options had an exercise price of $0.41

per share and vest ratably over 20 quarters with the first vesting occurring on June 30, 2022.

June 21, 2022, we advised Ferdinand Groenewald that the position of Chief Accounting Officer has been eliminated.

Groenewald continued

his employment with us through July 29, 2022, at which time he became entitled to the severance for termination without cause as outlined

in the letter agreement between us and Mr.

Groenewald dated February 9, 2022.

Groenewald forfeited 25,000 options upon his departure

as an officer.

July 14, 2022, we issued an aggregate of 74,019 shares of common stock to the members of the board of directors as compensation earned

during the second quarter of 2022.

October 10, 2022, we issued options to purchase 25,000 shares of common stock.

The options had an exercise price of $0.41 per share and

vest ratably over 20 quarters with the first vesting occurring on December 31, 2022.

October 12, 2022, we issued an aggregate of 75,792 shares of common stock to the members of the board of directors as compensation earned

during the third quarter of 2022.

November 16, 2022, the Company entered into an Executive Employment Agreement with Michael Roper (the “Roper Agreement”),

which replaced his prior employment agreement.

Pursuant to the Roper Agreement, Mr.

Roper will continue to be employed as Chief Executive

Officer of the Company on an at will basis.

During the term of the Roper Agreement, Mr.

Roper is entitled to a base salary at the annualized

rate of $350,000.

Roper will be eligible for a discretionary performance bonus to be determined by the Board annually.

Roper will be entitled to an additional bonus of $50,000 upon the Company obtaining approval of the Shareholder Matters and $25,000 upon

the Designated Directors representing a majority of the Board of Directors.

Roper is terminated for any reason, he will be entitled

to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise any

equity compensation rights through the last day of the term applicable to such stock option.

Roper is terminated by the Company

for any reason other than cause or resigns for a good reason, Mr.

Roper will be entitled to a severance payment equal to 36 months of

salary, which will be reduced to 18 months following the second anniversary of the Roper Agreement, and all equity compensation shall

be fully accelerated.

In the event the Shareholder Matters are not approved by the shareholders, the Roper Agreement will automatically

terminate and the prior employment agreement will again be in full effect.

November 16, 2022, the Company entered into an Executive Employment Agreement with Kenn Miller (the “Miller Agreement”),

which replaced his prior employment agreement.

Pursuant to the Miller Agreement, Mr.

Miller will continue to be employed as Chief Operating

Officer of the Company on an at will basis.

During the term of the Miller Agreement, Mr.

Miller is entitled to a base salary at the annualized

rate of $275,000.

Miller will be eligible for a discretionary performance bonus up to 75% of his annual salary.

will be entitled to an additional bonus of $25,000 upon the Designated Directors representing a majority of the Board of Directors.

Miller is terminated for any reason, he will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all

expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term applicable to

such stock option.

Miller is terminated by the Company for any reason other than cause or resigns for a good reason, Mr.

will be entitled to a severance payment equal to 36 months of salary, which will be reduced to 12 months following the second anniversary

of the Miller Agreement, and all equity compensation shall be fully accelerated.

In the event the Shareholder Matters are not approved

by the shareholders, the Miller Agreement will automatically terminate and the prior employment agreement will again be in full effect.

November 16, 2022, the Company entered into an Executive Employment Agreement with Kevin Mohan (the “Mohan Agreement”), which

replaced his prior employment agreement.

Pursuant to the Mohan Agreement, Mr.

Mohan will continue to be employed as Chief Investment

Officer of the Company on an at will basis.

During the term of the Employment Agreement, Mr.

Mohan is entitled to a base salary at the

annualized rate of $200,000.

Mohan will be eligible for a discretionary performance bonus up to 75% of his annual salary.

Mohan will be entitled to an additional bonus of $50,000 upon the Company obtaining approval of the Shareholder Matters and $25,000

upon the Designated Directors representing a majority of the Board of Directors.

Mohan is terminated for any reason, he will be

entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled to exercise

any equity compensation rights through the last day of the term applicable to such stock option.

Mohan is terminated by the Company

for any reason other than cause or resigns for a good reason, Mr.

Mohan will be entitled to a severance payment equal to 36 months of

salary, which will be reduced to six months following the second anniversary of the Mohan Agreement, and all equity compensation shall

be fully accelerated.

In the event the Shareholder Matters are not approved by the shareholders, the Mohan Agreement will automatically

terminate and the prior employment agreement will again be in full effect.

November 16, 2022, the Company entered into an Executive Employment Agreement with Aimee Infante (the “Infante Agreement”),

which replaced her prior employment agreement.

Pursuant to the Infante Agreement, Ms.

Infante will continue to be employed as Chief Marketing

Officer of the Company on an at will basis.

During the term of the Infante Agreement, Ms.

Infante is entitled to a base salary at the

annualized rate of $175,000.

Infante will be eligible for a discretionary performance bonus up to 25% of her annual salary.

Infante will be entitled to an additional bonus of $25,000 upon the Designated Directors representing a majority of the Board of

Infante is terminated for any reason, she will be entitled to receive accrued salary and vacation pay, accrued bonus

payments, all expense reimbursements and shall be entitled to exercise any equity compensation rights through the last day of the term

applicable to such stock option.

Infante is terminated by the Company for any reason other than cause or resigns for a good reason,

Infante will be entitled to a severance payment equal to 36 months of salary, which will be reduced to six months following the second

anniversary of the Infante Agreement, and all equity compensation shall be fully accelerated.

In the event the Shareholder Matters are

not approved by the shareholders, the Infante Agreement will automatically terminate and the prior employment agreement will again be

in full effect.

January 5, 2023, we issued an aggregate of 31,308 shares of common stock to the members of the board of directors as compensation earned

during the fourth quarter of 2022.

On February 27, 2023, we issued options to

purchase an aggregate of 531,072 shares of our common stock.

The options had an exercise price of $1.505 per share and vest ratably

over 20 quarters with the first vesting occurring on March 31, 2023.

On March 15, 2023, we issued options to purchase 68,928 shares of

our common stock.

The options had an exercise price of $1.505 per share and vest ratably over 20 quarters with the first

vesting occurring on March 31, 2023.

March 21, 2023, the Company entered into an Executive Employment Agreement with Jennifer Black (the “Black Agreement”), which

replaced her prior employment agreement dated November 16, 2022.

Pursuant to the Black Agreement, Ms.

Black will continue to be employed

as Chief Financial Officer of the Company on an at will basis.

During the term of the Black Agreement, Ms.

Black is entitled to a base

salary at the annualized rate of $250,000.

Black will be eligible for a discretionary performance bonus up to 50% of her annual salary.

Black will be entitled to an additional bonus of $50,000 upon the Company obtaining approval of the Shareholder Matters

and $25,000 upon the Designated Directors representing a majority of the Board of Directors.

Black is terminated for any reason,

she will be entitled to receive accrued salary and vacation pay, accrued bonus payments, all expense reimbursements and shall be entitled

to exercise any equity compensation rights through the last day of the term applicable to such stock option.

Black is terminated

by the Company for any reason other than cause or resigns for a good reason, Ms.

Black will be entitled to a severance payment equal

to 36 months of salary, which will be reduced to six months following the second anniversary of the Black Agreement, and all equity compensation

shall be fully accelerated.

In the event the Shareholder Matters are not approved by the shareholders, the Black Agreement will automatically

terminate and the prior employment agreement will again be in full effect.

have entered into indemnification agreements with each of our directors and entered into such agreements with certain of our executive

3 unchanged sentences

of our Board of Directors to the maximum extent allowed under Nevada law.

ACCOUNTANT FEES AND SERVICES .

Kreit & Chiu CPA LLP (formerly known as Benjamin and Ko) has served as our independent registered public accountants for the year

ended December 31, 2021.

Marcum LLP has served as our independent registered public accountants for the year ended December 31, 2020.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

& Chiu CPA LLP (formerly known as Paris Kreit & Chiu CPA LLP) has served as our independent registered public accountants for

the years ended December 31, 2022 and 2021.

following is a summary of the fees billed or expected to be billed to us by our independent registered public accountants, for professional

services rendered by Paris Kreit & Chiu CPA (formerly known as Benjamin and Ko) for the fiscal year ended December 31, 2021 and Marcum

LLP for the year ended December 31, 2020:

services rendered by Kreit & Chiu CPA LLP (formerly known as Paris Kreit & Chiu CPA LLP) for the fiscal years ended December

31, 2022 and 2021:

Audit fees (1)

1 unchanged sentence

All other fees (4)

Fees consist of fees billed and expected to be billed for services rendered for the audit of our consolidated financial statements for

the fiscal years ended December 31, 2021 and 2020 and in connection with the filing of our Form 10-K, Form 10-Qs and multiple Forms S-1

Fees consist of fees billed and expected to be billed for services rendered for the audit

of our Consolidated Financial Statements for the fiscal years ended December 31, 2022 and

2021 and in connection with the filing of our Form 10-K, Form 10-Qs and multiple Forms S-1

and Forms S-3s.

(2) Audit-Related

Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit of our

financial statements and are not reported under “Audit Fees.”

Fees consist of fees billed for assurance and related services that are reasonably related

to the performance of the audit of our financial statements and are not reported under “Audit

Fees consist of fees billed for professional services related to preparation of our U.S.

federal and state income tax returns and

Other Fees consist of fees billed for products and services provided by our independent registered public accountants, other than

those disclosed above.

federal and state income tax returns and tax advice.

Other Fees consist of fees billed for products and services provided by our independent registered

public accountants, other than those disclosed above.

Audit Committee is responsible for the appointment, compensation and oversight of the work of the independent registered public accountants

3 unchanged sentences

The fees shown above were pre-approved either by our Board or our Audit

AND FINANCIAL STATEMENT SCHEDULES.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Articles of Incorporation of Muscle Maker, Inc., a Nevada corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 14, 2019)

3 unchanged sentences

Certificate of Amendment to Articles of Incorporation of Muscle Maker, Inc., a Nevada corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 16, 2020)

Certificate of Amendment to Articles of Incorporation of Muscle Maker, Inc.

(incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on March 7, 2023)

Form of Warrant to Purchase Common Stock dated April 9, 2021 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)

4 unchanged sentences

Form of Placement Agent Warrant to Purchase Common Stock issued to A.G.P./Alliance Global Partners dated November 22, 2021 (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)

2021 Equity Incentive Plan (incorporated by reference to Exhibit 4.8 to the Registrant’s Annual Report on Form 10-K filed on March 17, 2022)

2023 Equity Incentive Plan

Description of Securities

Muscle Maker 2017 Stock Option and Stock Issuance Plan and form of award agreements (incorporated by reference to Exhibit 6.1 to Amendment No 1 to the Offering Statement Report on Form 1-A/A filed on September 21, 2017)

Form of Restricted Stock Agreement under Muscle Maker 2017 Stock Option and Stock Issuance Plan (incorporated by reference to Exhibit 6.5 to Amendment No 1 to the Offering Statement Report on Form 1-A/A filed on September 21, 2017)

Assignment and Assumption Agreement, dated August 25, 2017, between Muscle Maker Brands Conversion, Inc.

and Muscle Maker Development, LLC (incorporated by reference to Exhibit 6.7 to Amendment No 1 to the Offering Statement Report on Form 1-A/A filed on September 21, 2017)

Agreement of Conveyance, Transfer and Assigning of Assets and Assumptions of Obligations, dated September 15, 2017, between Muscle Maker, Inc.

and Muscle Maker Corp., LLC (incorporated by reference to Exhibit 6.8 to the Registrant’s Amendment No 1 to the Offering Statement Report on Form 1-A/A filed on September 21, 2017)

Form of Securities Purchase Agreement, dated April 7, 2021, between Muscle Maker, Inc.

and the Purchaser* (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)

Placement Agency Agreement between Muscle Maker, Inc.

and A.G.P./Alliance Global Partners dated April 6, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)

Form of Securities Purchase Agreement, dated November 17, 2021, between Muscle Maker, Inc.

2 unchanged sentences

and the Purchasers (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)

Placement Agency Agreement between Muscle Maker, Inc.

and A.G.P./Alliance Global Partners dated November 17, 2021(incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)

Employment Agreement between Muscle Maker, Inc.

and Michael Roper dated February 10, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 11, 2022)

Letter Agreement between Muscle Maker, Inc.

and Kevin Mohan dated February 10, 2022(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 11, 2022)

Letter Agreement between Muscle Maker, Inc.

and Aimee Infante dated February 9, 2022 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on February 11, 2022)

Letter Agreement between Muscle Maker, Inc.

and Kenn Miller dated February 9, 2022 (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on February 11, 2022)

Letter Agreement between Muscle Maker, Inc.

and Ferdinand Groenewald dated February 9, 2022 (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on February 11, 2022)

Form of Securities Purchase Agreement, dated April 7, 2021, between Muscle Maker, Inc.

and the Purchaser* (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)

Form of Director Agreement dated July 16, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 10, 2019)

Form of Conversion Agreement (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 10, 2019)

Form of Addendum to Conversion Agreement (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 10, 2019)

Services Agreement between Muscle Maker, Inc., Sadot LLC and Aggia LLC FC dated November 14, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)

Addendum 1 to Services Agreement between Muscle Maker, Inc., Sadot LLC and Aggia LLC FC dated November 17, 2022 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)

Limited Liability Operating Agreement of Sadot LLC dated November 16, 2022 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)

Executive Employment Agreement between Muscle Maker, Inc.

and Michael Roper dated November 16, 2022 (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)

Executive Employment Agreement between Muscle Maker, Inc.

and Jennifer Black dated November 16, 2022 (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)

Executive Employment Agreement between Muscle Maker, Inc.

and Kevin Mohan dated November 16, 2022 (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)

Executive Employment Agreement between Muscle Maker, Inc.

and Kenn Miller dated November 16, 2022 (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)

Executive Employment Agreement between Muscle Maker, Inc.

and Aimee Infante dated November 16, 2022 (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)

List of Subsidiaries

Consent of Paris Kreit & Chiu CPA LLP

Consent of Marcum LLP

Consent of Kreit & Chiu CPA LLP

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Accounting Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Instance Document*

Schema Document*

XBRL Calculation Linkbase Document*

Calculation Linkbase Document*

Definition Linkbase Document*

XBRL Label Linkbase Document*

Label Linkbase Document*

Presentation Linkbase Document*

Page Interactive Data File (embedded within the Inline XBRL document)

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Includes management contracts and compensation plans and arrangements

10-K SUMMARY.

FORM 10-K SUMMARY

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

9 unchanged sentences

Financial Officer)

Ferdinand Groenewald

Accounting Officer

Accounting Officer)

Investment Officer and Chairman of the Board

1 unchanged sentence

General (Ret) Malcolm B.

Philip Balatsos

MAKER, INC AND SUBSIDIARIES

Phillip Balatsos

Benjamin Petel

AND SUBSIDIARIES

FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm 2021 (PCAOB ID:

year report of Independent Registered Public Accounting Firm 2020 (PCAOB ID:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Financial Statements

3 unchanged sentences

Statements of Cash Flows for the years ended December 31, 2022 and 2021

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2021

of Directors and Shareholders

and Subsidiaries

on the Financial Statements

have audited the accompanying balance sheet of Muscle Maker, Inc.

and Subsidiaries (the “Company”) as of December 31, 2021,

and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year then ended,

and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations

and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on the entity’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Paris, Kreit & Chiu CPA LLP

Benjamin & Ko)

have served as Muscle Maker Inc.’s auditor since 2021.

YEAR REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2020

the Stockholders and Board of Directors of

to the Consolidated Financial Statements

Report of Independent Registered

Public Accounting Firm

Board of Directors and Shareholders

Muscle Maker, Inc.

and Subsidiaries

on the Financial Statements

have audited the accompanying consolidated balance sheets of Muscle Maker, Inc.

and Subsidiaries (the “Company”) as of December

31, 2020, the related consolidated statements of operations , changes in stockholders’ equity and cash flows for the year

ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and

the results of its operations and its cash flows for the year ended December 31, 2020, in conformity with accounting principles generally

accepted in the United States of America.

Paragraph – Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described

in Note 1, the Company has incurred significant losses and net cash used in operations and needs to raise additional funds to meet its

obligations and sustain its operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going

Management’s plans in regards to these matters are also described in Note 1.

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of

Muscle Maker, Inc.

and Subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the consolidated statements of operations,

changes in stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the

“financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended

in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility

of the entity’s management.

Our responsibility is to express an opinion on these financial statements based on our audits.

a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required

to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal

control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provide

a reasonable basis for our opinion.

have served as the Company’s auditor from 2016 to May 2021.

LLP ■ 10 Melville Park Road ■ Melville, New York 11747 ■ Phone 631.414.4000 ■ Fax 631.414.4001 ■ marcumllp.com

AND SUBSIDIARIES

BALANCE SHEETS

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Kreit & Chiu CPA LLP

(formerly Paris, Kreit & Chiu CPA LLP)

We have served as Muscle Maker Inc.’s auditor

March 21, 2023

MUSCLE MAKER, INC.

CONSOLIDATED BALANCE

Current Assets:

3 unchanged sentences

Total Current Assets

Right to use assets

Property and equipment, net

Intangible assets, net

Loans receivable, non-current

Deposit on farmland

Security deposits and other assets

2 unchanged sentences

Accounts payable and accrued expenses

Convertible note payable to Former Parent

Convertible note payable

Other notes payable

Accrued stock-based consulting expenses

Notes payable, current

Operating lease liability, current

Deferred revenue, current

2 unchanged sentences

Total Current Liabilities

Other notes payable

Notes payable, non-current

Operating lease liability, non-current

Deferred revenue, non-current

11 unchanged sentences

Total Liabilities and Stockholders’ Equity

Notes to the Consolidated Financial Statements

See Accompanying Notes to the Consolidated Financial Statements

MUSCLE MAKER, INC.

AND SUBSIDIARIES

1 unchanged sentence

For the Years Ended

Commodity sales

$ 150,585,644

Company restaurant sales, net of discounts

1 unchanged sentence

Franchise advertising fund contributions

Other revenue

Other revenues

Total revenues

Operating Costs and Expenses:

Commodity operating expenses:

Commodity cost

Other commodity operating expenses

Total commodity operating expenses

Restaurant operating expenses:

4 unchanged sentences

Impairment of goodwill

Depreciation and amortization

Depreciation and amortization expenses

Franchise advertising fund expenses

Preopening expenses

General and administrative expenses

Post-closing expenses

Stock-based consulting expenses

Sales, general and administrative expenses

Total costs and expenses

2 unchanged sentences

( 9,447,294 )

Other Expenses (Income):

Interest income, net

Other Income:

Other income / (expense)

Interest expense, net

Change in fair value of accrued compensation

Gain on debt extinguishment

Amortization of debt discounts

Total Other Expenses, Net

Total other income, net

Loss Before Income Tax

1 unchanged sentence

( 8,170,097 )

Income tax provision

$ ( 7,962,428 )

4 unchanged sentences

Basic and Diluted

Notes to the Consolidated Financial Statements

See Accompanying Notes to the Consolidated Financial

AND SUBSIDIARIES

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Balance – December 31, 2020

1 unchanged sentence

Issuance of restricted stock

Common stock issued upon offering on February 12, 2020, net of underwriter’s discount and offering costs

Common stock issued upon offering on February 12, 2020, net of underwriter's discount and offering costs, shares

Common stock issued in exchange for accrued interest

Common stock issued in exchange for accrued interest, shares

Restricted common stock cancelled by executive team

Restricted Common stock cancelled by executive team, shares

Common stock issued as compensation for services as part of settlement

Common stock issued as compensation for services as part of settlement, shares

Common stock cancelled by consultant issued for prior services

Common stock cancelled by consultant issued for prior services, shares

Offering on September 10, 2020, net of underwriter’s discount and offering cost of $660,000

Offering on September 10, 2020, net of underwriter's discount and offering cost, shares

Over-allotment exercised on October 27, 2020, net of underwriter’s discount and offering cost

Over-allotment exercised on October 27, 2020, net of underwriter’s discount and offering cost, shares

Common stock issued in connection of the acquisition of SuperFit Foods on March 25, 2021

Common stock, pre-funded warrants and warrant issued in private placement on April 7, 2021, net of fees $ 790,000

Common stock, pre-funded warrants and warrant issued in private placement on April 7, 2021

Common stock, pre-funded warrants and warrants issued in private placement on April 7, 2021, net of fees $ 790,000

Common stock issued in connection of the acquisition of Pokemoto on May 14, 2021

Common stock, pre-funded warrants and warrant issued in private placement on November 22, 2021, net of fees $ 1,289,965

Common stock, pre-funded warrants and warrant issued in private placement on November 22, 2021

Common stock, pre-funded warrants and warrants issued in private placement on November 22, 2021, net of fees $ 1,289,965

Restricted common stock issued as compensation to executives and employees

5 unchanged sentences

Amortization of restricted common stock

Stock-based compensation:

Restricted common stock

Stock-based compensation:

Warrants - Issued as compensation for services

Stock-based compensation:

Warrants - Cancelled by consultant for prior services

Stock-based compensation:

( 8,176,130 )

2 unchanged sentences

$ ( 71,369,837 )

Notes to the Consolidated Financial Statements

AND SUBSIDIARIES

STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

Balance - December 31, 2019

$ ( 53,094,602 )

Beginning balance, value

Beginning balance

$ ( 71,369,837 )

Issuance of restricted stock

Common stock issued upon offering on February 12, 2020, net of underwriter’s discount and offering costs of $ 920,000

Common stock issued upon offering on February 12, 2020, net of underwriter’s discount and offering costs

Restricted common stock issued as compensation to executive team upon completion of the initial public offering

Restricted common stock issued as compensation to executives and employees

Cumulative effect of change in accounting principal

Cash less exercise of pre-funded warrants

Common stock issued as compensation to board of directors

Common stock issued as compensation for services

Common stock issued in exchange for accrued interest

Restricted common stock cancelled by executive team

( 1,083,893 )

( 1,083,915 )

Common stock issued as compensation for services as part of settlement

Common stock cancelled by consultant issued for prior services

Offering on September 10, 2020, net of underwriter’s discount and offering cost of $ 660,000

Offering on September 10, 2020, net of underwriter’s discount and offering cost

Over-allotment exercised on October 27, 2020, net of underwriter’s discount and offering cost of $ 75,600

Over-allotment exercised on October 27, 2020, net of underwriter’s discount and offering cost

Stock-based compensation:

Restricted common stock

Stock-based compensation:

Restricted common stock

Warrants - Issued as compensation for services

Stock-based compensation:

Warrants - Issued as compensation for services

Warrants - Cancelled by consultant for prior services

Stock-based compensation:

Warrants - Cancelled by consultant for prior services

Stock-based compensation:

Common stock issued as compensation for employment

Exercise of pre-funded warrants

Reconciliation for shares outstanding per transfer agent

Stock-based compensation – options

( 7,962,428 )

2 unchanged sentences

$ ( 79,355,064 )

Ending balance, value

Ending balance

$ ( 79,355,064 )

Notes to the Consolidated Financial Statements

See Accompanying Notes to the Consolidated Financial Statements

AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended

9 unchanged sentences

Impairment of goodwill

Amortization of debt discounts

Stock-based consulting expenses

Change in fair value of compensation

Write off of property and equipment

Loss on disposal of assets

Bad debt expense

6 unchanged sentences

Deferred rent

Operating right of use asset and liability, net

Deferred revenue

3 unchanged sentences

( 6,392,711 )

( 7,785,873 )

Cash Flows from Investing Activities

Deposit on farmland

( 4,914,191 )

Purchases of property and equipment

2 unchanged sentences

( 2,815,390 )

Cash paid in connection with the acquisition of Philadelphia

Cash paid in connection with the acquisition

Collections from loans receivable

1 unchanged sentence

( 5,439,618 )

( 3,575,809 )

Cash Flows from Financing Activities

Proceeds from offerings, net of underwriter’s discount and offering costs of $ 1,580,000

Proceeds from over-allotment, net of underwriter’s discount and offering costs of $ 75,600

Proceeds from PPP loan

Repayments of convertible note payable

Proceeds from Private Placement Offering, net of underwriter’s discount and offering costs of $ 2,079,965

1 unchanged sentence

Cash paid-in connection with cancellation of shares

Repayments of other notes payable - related parties

Repayments of other notes payables

Repayments of notes payables

( 1,280,432 )

Proceeds from other notes payable

Net Cash Provided by Financing Activities

Net Increase in Cash

Net cash (used in) / provided by financing

Net (Decrease) / Increase in Cash

( 5,868,283 )

Cash – beginning of period

Cash – end of period

Notes to the Consolidated Financial Statements

See Accompanying Notes to the Consolidated Financial

& SUBSIDIARIES

STATEMENTS OF CASH FLOWS (CONTINUED)

For the Years Ended

Supplemental Disclosures of Cash Flow Information:

Cash paid for interest

Supplemental disclosures of non-cash investing and financing activities

Common stock issued in exchange for accrued interest

Acquisition of Chelsea NY - loans receivable settled as consideration for the acquisition of Chelsea

the Years Ended

Disclosures of Cash Flow Information:

paid for interest

paid for taxes

Disclosures of Non-Cash Investing and Financing Activities

less exercise of pre-funded warrants

See Accompanying Notes to the Consolidated Financial Statements

MUSCLE MAKER, INC.

& SUBSIDIARIES

2 unchanged sentences

(“MMI”), a Nevada corporation was incorporated in Nevada on October 25, 2019.

MMI was a wholly owned subsidiary

of Muscle Maker, Inc (“MMI-Cal”), a California corporation incorporated on December 8, 2014, but the two merged on November

13, 2019 with MMI as the surviving entity.

MMI wholly owns Muscle Maker Development, LLC (“MMD”), Muscle Maker Corp, LLC

(“MMC”) and Muscle Maker USA, Inc (“Muscle USA”).

MMD was formed on July 18, 2017, in the State of Nevada for

the purpose of running our existing franchise operations and continuing to franchise the Muscle Maker Grill name and business system

to qualified franchisees.

MMC was formed on July 18, 2017, in the State of Nevada for the purpose of developing new corporate stores

and operating new and existing corporate stores of MMI.

Muscle USA was formed on March 14, 2019 in the State of Texas for the purpose

of opening additional new corporate stores.

Muscle Maker Development International.

LLC, a directly wholly owned subsidiary, which was

formed in Nevada on November 13, 2020 to franchise the Muscle Maker Grill name and business system to qualified franchisees internationally.

is a fast-casual restaurant concept that specializes in preparing healthy-inspired, high-quality, fresh, made-to-order lean, protein-based

meals featuring chicken, seafood, pasta, hamburgers, wraps and flat breads.

In addition, our restaurants feature freshly prepared entrée

salads and an appealing selection of sides, protein shakes and fruit smoothies.

MMI operates in the fast-casual restaurant segment.

is the owner of the trade name and service mark Muscle Maker Grill®, Healthy Joe’s and other trademarks and intellectual property

we use in connection with the operation of Muscle Maker Grill® restaurants.

We license the right to use the Muscle Maker Grill®

and Healthy Joe’s trademarks and intellectual property to our wholly-owned subsidiaries, MMD, MMC and Muscle USA, and to further

sublicense them to our franchisees for use in connection with Muscle Maker Grill® and Healthy Joe’s restaurants.

MMI was a wholly owned

subsidiary of Muscle Maker, Inc (“MMI-Cal”), a California corporation incorporated on December 8, 2014, but the two

merged on November 13, 2019, with MMI as the surviving entity.

MMI wholly owns Muscle Maker Development, LLC (“MMD”),

Muscle Maker Corp, LLC (“MMC”) and Muscle Maker USA, Inc (“Muscle USA”).

MMD was formed on July 18, 2017, in

the State of Nevada for the purpose of running our existing franchise operations and continuing to franchise the Muscle Maker Grill

name and business system to qualified franchisees.

MMC was formed on July 18, 2017, in the State of Nevada for the purpose of

developing new corporate stores and operating new and existing corporate stores of MMI.

Muscle USA was formed on March 14, 2019, in

the State of Texas for the purpose of opening additional new corporate stores.

Muscle Maker Development International LLC, a

directly wholly owned subsidiary of MMI, which was formed in Nevada on November 13, 2020, to franchise the Muscle Maker Grill name and

business system to qualified franchisees internationally.

is the owner of the trade name and service mark Muscle Maker Grill ® and other trademarks and intellectual property we

use in connection with the operation of Muscle Maker Grill ® restaurants.

We license the right to use the Muscle Maker

Grill ® trademark and intellectual property to our wholly-owned subsidiaries, MMD, MMC and Muscle USA, and to further sublicense

them to our franchisees for use in connection with Muscle Maker Grill ® .

Maker Grill is a fast-casual restaurant concept that specializes in preparing healthy-inspired, high-quality, fresh, made-to-order lean,

protein-based meals featuring chicken, seafood, pasta, hamburgers, wraps and flat breads.

In addition, our restaurants feature freshly

prepared entrée salads and an appealing selection of sides, protein shakes and fruit smoothies.

Muscle Maker Grill operates in

the fast-casual restaurant segment.

March 25, 2021, MMI acquired the assets of SuperFit Foods, a subscription based fresh-prepared meal prep business located in Jacksonville,

1 unchanged sentence

of SuperFit Foods.

In 2020 SuperFit Foods produced overs 220,000 fresh-prepared meals.

SuperFit Foods is differentiated from other meal

prep services by allowing customers in the Jacksonville Florida market to order online via the Company’s website or mobile app

and pick up their fully prepared meals from 28 Company-owned coolers located in gyms and wellness centers.

SuperFit Foods is differentiated from other meal prep services by allowing customers in the Jacksonville Florida market

to order online via the Company’s website or mobile app and pick up their fully prepared meals from 34 Company-owned coolers located

in gyms and wellness centers.

May 14, 2021, MMI acquired PKM Stamford, LLC, Poke Co., LLC, LB Holdings LLC, TNB Holdings, LLC, Poke Co Holdings LLC, GLL Enterprises,

1 unchanged sentence

twist on the traditional Hawaiian poke classic.

Pokemoto had thirteen locations in four states – Connecticut, Rhode Island, Massachusetts,

and Georgia and offers up chef-driven contemporary flavors with fresh delectable and healthy ingredients such as Atlantic salmon, sushi-grade

tuna, fresh mango, roasted cashews and black caviar tobiko that appeals to foodies, health enthusiasts, and sushi-lovers everywhere.

The colorful dishes and modern chic dining rooms provide an uplifting dining experience for guests of all ages.

Customers can dine in-store

or order online via third party delivery apps for contactless delivery.

Pokemoto had, at acquisition, 14 locations in four states – Connecticut, Rhode

Island, Massachusetts, and Georgia and offers up chef-driven contemporary flavors with fresh delectable and healthy ingredients such

as Atlantic salmon, sushi-grade tuna, fresh mango, roasted cashews and black caviar tobiko that appeals to foodies, health enthusiasts,

and sushi-lovers everywhere.

The colorful dishes and modern chic dining rooms provide an uplifting dining experience for guests of all

Customers can dine in-store or order online via third party delivery apps for contactless delivery.

Pokemoto Orange Park FL LLC

and Pokemoto Kansas LLC (included in “Pokemoto”) were formed in 2022 for the purposes of developing new corporate Pokemoto

October 19, 2022, MMI formed Sadot LLC, a Delaware limited liability company and a wholly owned subsidiary of MMI.

Sadot is focused on

international food commodity shipping, farming, sourcing and production of key ingredients such as soy meal, corn, wheat, food oils,

A typical shipment contains 25,000 to 75,000 metric tons of product, although some transactions can be smaller.

Sadot was formed

as part of the Company’s diversification strategy to own and operate, through its subsidiaries, the business lines throughout the

whole spectrum of the food chain.

and its subsidiaries are hereinafter referred to as the “Company”.

of December 31, 2021, MMI consisted of three operating segments:

Maker Grill Division

Foods Division

of December 31, 2022, MMI consisted of five operating segments:

Maker Grill Restaurant Division

Hawaiian Poke Restaurant Division

● Non-Traditional

(Hybrid) Division

Foods Meal Prep Division

MUSCLE MAKER, INC.

& SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS

Company operates under the name Muscle Maker Grill, Pokemoto and SuperFit Foods and is a franchisor and owner operator of Muscle Maker

Grill, Healthy Joe’s and Pokemoto restaurants.

As of December 31, 2021, the Company’s restaurant system included twenty-two

Company-owned restaurants, including the SuperFit Foods kitchen, and twenty franchise restaurants.

March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread

throughout the United States.

In response to the COVID-19 outbreak, “shelter in place” orders and other public health measures

have been implemented across much of the United States.

COVID-19 global pandemic continues to rapidly evolve.

The Company is continually monitoring the outbreak of COVID-19 and the related

business and travel restrictions and changes to behavior intended to reduce its spread, and its impact on operations, financial position,

cash flows, inventory, supply chains, labor shortages resulting from various factors including mandatory vaccination requirements, purchasing

trends, customer payments, and the industry in general, in addition to the impact on its employees.

The pandemic has resulted in a negative

impact on the Company’s operations during the year ended December 31, 2020 and continued into the year ended December 31, 2021.

However, due to the rapid development and fluidity of this situation, the magnitude and duration of the pandemic and its impact on the

Company’s operations and liquidity is uncertain as of the date of this report.

While there could ultimately be an additional material

impact on operations and liquidity of the Company, the full impact could not be determined, as of the date of this report.

Non-Traditional

(Hybrid) Division is a combination of the aforementioned brands and provides its own unique experience for the consumer.

Non-Traditional

(Hybrid) locations are designed for unique locations such as universities and military bases.

Company operates under the name Muscle Maker Grill, Pokemoto, SuperFit Foods and Sadot and is a franchisor and owner operator of Muscle

Maker Grill restaurants, Pokemoto restaurants, SuperFit Foods Meal Prep and Sadot.

As of December 31, 2022, the Company’s restaurant

and meal prep system included 19 Company-owned restaurants, 25 franchise restaurants and 34 SuperFit Foods pick up locations.

of December 31, 2022, the Company has franchise agreements for 46 Pokemoto franchises that have sold but have not opened.

primary source of liquidity is cash on hand.

1 unchanged sentence

accumulated deficit of $ 9,898,420 , $ 4,032,888 , and $ 79,355,064 , respectively.

During the year ended December 31, 2021, the Company

incurred a pre-tax net loss of $ 8,176,130 and net cash used in operations of $ 6,392,711 .

The Company believes that our existing cash

on hand and future cash flows from our franchise operations, will be sufficient to fund our operations, anticipated capital expenditures

and repayment obligations over the next twelve months.

During the year ended December 31, 2022, the Company incurred

a Pre-tax net loss of $ 7,937,657 and Net cash used in operations of $ 198,629 .

The Company believes that our existing cash on hand and

future cash flows from our franchise operations, will be sufficient to fund our operations, anticipated capital expenditures and repayment

obligations over the next 12 months.

2 – SIGNIFICANT ACCOUNTING POLICIES

6 unchanged sentences

the previously reported results of operations or loss per share.

& SUBSIDIARIES

to Consolidated Financial Statements

2 – SIGNIFICANT ACCOUNTING POLICIES, continued

preparation of financial statements in conformity with U.S.

6 unchanged sentences

Significant estimates include:

assessment of recoverability of long-lived assets, including property and equipment, goodwill and intangible assets;

assessment of recoverability of long-lived assets, including property and equipment, goodwill

and intangible assets;

estimated useful lives of intangible and depreciable assets;

2 unchanged sentences

recognition, measurement and valuation of current and deferred income taxes.

MUSCLE MAKER, INC.

& SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL

and assumptions are periodically reviewed, and the effects of any material revisions are reflected in the financial statements in the

7 unchanged sentences

using the first-in, first-out method.

on farmland consists of funds paid as a deposit with the intent to acquire farmland in Africa by our Sadot subsidiary.

December 31, 2022, the Company recorded a deposit of $ 4,914,191 .

The Company has entered into a letter of intent with a deposit to purchase

undeveloped farmland.

The Company is still in final negotiations with the intent to finalize the agreement by the end of the second quarter

and Equipment

and equipment are stated at cost less accumulated depreciation and amortization.

Major improvements are capitalized, and minor replacements,

maintenance and repairs are charged to expense as incurred.

Depreciation and amortization are calculated on the straight-line basis over

the estimated useful lives of the assets.

Leasehold improvements are amortized over the shorter of the estimated useful life or the lease

term of the related asset.

and equipment are stated at cost less accumulated Depreciation and amortization expenses.

Major improvements are capitalized, and minor

replacements, maintenance and repairs are charged to expense as incurred.

Depreciation and amortization expenses are calculated on the

straight-line basis over the estimated useful lives of the assets.

Leasehold improvements are amortized over the shorter of the estimated

useful life or the lease term of the related asset.

The estimated useful lives are as follows:

1 unchanged sentence

and equipment

Company accounts for recorded intangible assets in accordance with the Accounting Standards Codification (“ASC’) 350

“Intangibles – Goodwill and Other”.

In accordance with ASC 350, the Company does not amortize intangible assets

having indefinite useful lives.

The Company’s trademark – Muscle Maker had an indefinite life as of December 31, 2021.

The Company determined that as of January 1, 2022, – the trademark – Muscle Maker had a finite life of 3 years and will

be amortizing the value over the new estimated life.

The Company’s goodwill has an indefinite life and is not amortized, but

are evaluated for impairment at least annually, or more often whenever changes in facts and circumstances may indicate that the

carrying value may not be recoverable.

ASC 350 requires that goodwill be tested for impairment at the reporting unit level

(operating segment or one level below an operating segment).

Application of the goodwill impairment test requires judgment,

including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to

reporting units, and determining the fair value.

Significant judgment is required to estimate the fair value of reporting units

which includes estimating future cash flows, determining appropriate discount rates and other assumptions.

Changes in these

estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment.

useful lives of the Company’s intangible assets are:

SCHEDULE OF OTHER INTANGIBLE ASSETS USEFUL LIVES

name, Customer list and Proprietary recipes

MUSCLE MAKER, INC.

& SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

2 – SIGNIFICANT ACCOUNTING POLICIES, continued

Company accounts for recorded intangible assets in accordance with ASC 350 “Intangibles - Goodwill and Other”.

In accordance

with ASC 350, the Company does not amortize intangible assets having indefinite useful lives.

The Company’s goodwill and trademarks

are deemed to have indefinite lives, and accordingly are not amortized, but are evaluated for impairment at least annually, or more often

whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable.

The Accounting Standards Codification

(“ASC”) requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below

an operating segment).

Application of the goodwill impairment test requires judgment, including the identification of reporting units,

assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value.

judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate

discount rates and other assumptions.

Changes in these estimates and assumptions could materially affect the determination of fair value

and/or goodwill impairment.

intangible assets include a trademark with an indefinite useful life.

The other intangible assets estimated original useful lives are

SCHEDULE OF OTHER INTANGIBLE ASSETS USEFUL LIVES

Franchisee agreements

Franchise license

Trademark – SuperFit, Trademark – Pokemoto

Domain name, customer list and

Proprietary recipes

Non-compete agreement

of Long-Lived Assets

8 unchanged sentences

Any impairment losses are recorded as operating expenses, which reduce net income.

& SUBSIDIARIES

to Consolidated Financial Statements

2 – SIGNIFICANT ACCOUNTING POLICIES, continued

Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative

financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”).

Accounting Standards Codification (“ASC”).

the instrument is determined not to be a derivative liability, the Company then evaluates for the existence of a beneficial conversion

1 unchanged sentence

of the instrument.

of December 31, 2021 and December 31, 2020, the Company deemed the conversion feature was not required to be bifurcated and

recorded as a derivative liability.

Company’s revenues consist of restaurant sales, franchise royalties and fees, franchise advertising fund contributions, and other

The Company recognized revenues according to Topic 606 “Revenue from Contracts with Customers”.

Under the guidance,

revenue is recognized in accordance with a five-step revenue model, as follows:

(1) identifying the contract with the customer;

(2) identifying

the performance obligations in the contract;

of December 31, 2022 and 2021, the Company deemed the conversion feature was not required to be bifurcated and recorded as a derivative

Company’s revenues consist of Commodity sales, Restaurant sales, Franchise royalties and fees, Franchise advertising fund contributions,

and Other revenues.

The Company recognized revenues according to Topic 606 of FASB, “Revenue from Contracts with Customers”.

Under the guidance, revenue is recognized in accordance with a five-step revenue model, as follows:

(1) identifying the contract with

the customer;

(2) identifying the performance obligations in the contract;

(3) determining the transaction price;

(4) allocating the transaction price to the performance

(4) allocating the

transaction price to the performance obligations;

and (5) recognizing revenue when (or as) the entity satisfies a performance obligation.

In applying this five-step model,

we made significant judgments in identifying the promised goods or services in our contracts with franchisees that are distinct, and

which represent separate performance obligations.

In applying this five-step model, we made significant judgments in identifying the promised goods or services in our contracts with franchisees

that are distinct, and which represent separate performance obligations.

sale revenue is generated by our Sadot subsidiary and is recognized when the commodity is delivered as evidenced by the bill of lading

and the invoice is prepared and submitted to the customer.

During the year ended December 31, 2022, the Company recorded Commodity sales

revenues of $ 150,585,644 .

The Company did not have any Commodity sales revenue during the year ended December 31, 2021.

store revenue at Company-operated restaurants is recognized when payment is tendered at the point of sale, net of sales tax, discounts

5 unchanged sentences

to the customer simultaneously with the redemption of the gift card or through gift card breakage, as discussed in Other revenues below.

MUSCLE MAKER, INC.

& SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

Royalties and Fees

revenues consists of royalties, franchise fees and rebates.

revenues consists of royalties, initial franchise fees and rebates.

Royalties are based on a percentage of franchisee net sales revenue.

Company recognizes the royalties as the underlying sales occur.

The Company recognizes the royalties as the underlying sales occur.

The Company recorded revenue from royalties of $ 485,316 and $ 434,849

1 unchanged sentence

Consolidated Statements of Operations.

& SUBSIDIARIES

to Consolidated Financial Statements

2 – SIGNIFICANT ACCOUNTING POLICIES, continued

Royalties and Fees, continued

Company provides the franchisees with management expertise, training, pre-opening assistance, and restaurant operating assistance in

exchange for the multi-unit development fees and franchise fees.

The Company capitalizes these fees upon collection from the franchisee,

these fees are then recognized as franchise fee revenue on a straight-line basis over the life of the related franchise agreements and

any exercised renewal periods.

exchange for the multi-unit development fees and initial franchise fees.

The Company capitalizes these fees upon collection from the

These initial fees are then recognized as franchise fee revenue on a straight-line basis over the life of the related franchise

agreements and any exercised renewal periods.

Cash payments are due upon the execution of the related franchise agreement.

The Company’s performance

obligation with respect to franchise fee revenues consists of a license to utilize the Company’s brand for a specified period of

time, which is satisfied equally over the life of each franchise agreement.

The Company recorded revenue from franchise fees of $ 263,215

and $ 277,255 during the years ended December 31, 2021 and 2020, respectively, which is included in franchise royalties and fees on the

accompanying consolidated statements of operations.

The Company’s

performance obligation with respect to franchise fee revenues consists of a license to utilize the Company’s brand for a specified

period of time, which is satisfied equally over the life of each franchise agreement.

If a franchise location closes or a franchise agreement

is terminated for any reason, the unrecognized revenue will be recognized in full at that time.

The Company recorded revenue from initial

franchise fees of $ 117,205 and $ 263,215 during the years ended December 31, 2022 and 2021, respectively, which is included in Franchise

royalties and fees on the accompanying Consolidated Statements of Operations.

Company has supply agreements with certain food and beverage vendors.

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advertising expense.

The Company records the related advertising expenses as incurred under general and administrative expenses.

an advertising contribution fund is over-spent at year end, advertising expenses will be reported on the consolidated statement of operations

in an amount that is greater than the revenue recorded for advertising contributions.

Conversely, when an advertising contribution fund

is under-spent at a period end, the Company will accrue advertising costs up to advertising contributions recorded in revenue.

recorded contributions from franchisees of $ 188,539 and $ 61,053 , respectively, during the years ended December 31, 2021 and 2020, which

are included in franchise advertising fund contributions on the accompanying consolidated statements of operations.

The Company records the related advertising expenses as incurred under Sales, general and administrative expenses.

When an advertising contribution fund is over-spent at year-end, advertising expenses will be reported on the Consolidated Statement

of Operations in an amount that is greater than the revenue recorded for advertising contributions.

Conversely, when an advertising contribution

fund is under-spent at a year-end, the Company will accrue advertising costs up to advertising contributions recorded in revenue.

Company recorded contributions from franchisees of $ 80,536 and $ 188,539 , respectively, during the years ended December 31, 2022 and 2021,

which are included in Franchise advertising fund contributions on the accompanying Consolidated Statements of Operations.

card breakage is recognized when the likelihood of a gift card being redeemed by the customer is remote and the Company determines there

3 unchanged sentences

Gift card liability is recorded in other current

liabilities on the consolidated balance sheet.

The Company recorded $ 61,996

gift card breakage for the year ended December

For the year ended December 31, 2020, the Company did not record any gift card breakage.

liabilities on the Consolidated Balance Sheets.

The Company recorded $ 4,989 and $ 61,996 for gift card breakage for the years ended December

31, 2022 and 2021, respectively.

MUSCLE MAKER, INC.

& SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

2 – SIGNIFICANT ACCOUNTING POLICIES, continued

revenue primarily includes initial franchise fees received by the Company, which are being amortized over the life of the Company’s

franchise agreements, as well as unearned vendor rebates.

franchise agreements.

Deferred revenue is recognized in income over the life of the franchise agreements.

and vendor rebates are recognized in income as performance obligations are satisfied.

If a franchise location closes

or a franchise agreement is terminated for any reason, the remaining deferred revenue will be recognized in full at that time.

Consulting Expense

consulting expense are related to consulting fees due to Aggia for Sadot operations.

Based on the servicing agreement with Aggia,

the consulting fees are calculated at approximately 80 %

of the Net Income generated by the Sadot business segment.

For the year ended December 31, 2022, $ 3,601,987

is recorded as Stock-based consulting expense in the accompanying Consolidated Statements of Operations and a corresponding

liability is recorded as Accrued stock-based consulting expense in the accompanying Consolidated Balance Sheets.

This expense is

expected to be paid in stock in 2023.

costs are charged to expense as incurred.

Advertising costs were approximately $ 134,073 and $ 175,378 for the years ended December 31,

2021 and 2020, and are included in general and administrative expenses in the accompanying consolidated statements of operations.

Advertising costs were $ 346,932 and $ 244,186 for the years ended December 31, 2022 and 2021,

respectively.

For the years ended December 31, 2022 and 2021, advertising cost of $ 168,574 and $ 137,054 , respectively, are included in

Sales, general and administrative expenses and $ 178,358 and $ 107,122 , respectively, are included in Other restaurant operating expenses

in the accompanying Consolidated Statements of Operations.

Loss per Share

13 unchanged sentences

Value of Financial Instruments

Company measures the fair value of financial assets and liabilities based on the guidance of the Financial Accounting Standards Board

(“FASB”) Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”

Company measures the fair value of financial assets and liabilities based on the guidance of the FASB Accounting ASC 820 “Fair

Value Measurements and Disclosures” (“ASC 820”).

MUSCLE MAKER, INC.

& SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the

3 unchanged sentences

ASC 820 describes three levels of inputs that may be used to measure fair value:

& SUBSIDIARIES

to Consolidated Financial Statements

2 – SIGNIFICANT ACCOUNTING POLICIES, continued

Value of Financial Instruments, continued

1 — quoted prices in active markets for identical assets or liabilities.

2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable.

3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement.

carrying amounts of accrued liabilities approximate fair value due to the short-term nature of these instruments.

5 unchanged sentences

using Level 1 inputs.

Company accounts for income taxes under Accounting Standards Codification (“ASC”) 740 Income Taxes (“ASC 740”).

Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases

of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the

differences are expected to impact taxable income.

Valuation allowances are established when necessary to reduce deferred tax assets

to the amounts expected to be realized.

Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”).

Under ASC 740, deferred tax assets

and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities and net

operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact

taxable income.

Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes

9 unchanged sentences

The Company does not expect any significant changes in its unrecognized tax benefits within years of the reporting date.

Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and

administrative expenses in the consolidated statements of operations.

Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as Sales, general

and administrative expenses in the Consolidated Statements of Operations.

Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award.

3 unchanged sentences

usually the vesting period.

MUSCLE MAKER, INC.

& SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

2 – SIGNIFICANT ACCOUNTING POLICIES, continued

Accounting Pronouncements

February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2016-02, Leases (Topic 842), which requires companies to recognize lease liabilities and corresponding right-of-use leased assets on

the balance sheets and to disclose key information about leasing arrangements.

Qualitative and quantitative disclosures will be enhanced

to better understand the amount, timing, and uncertainty of cash flows arising from leases.

2016-02 is effective for annual periods

beginning after December 15, 2022, with early adoption permitted.

February 2016, the FASB issued Accounting Standards Update (“ASU”) No.

2016-02, Leases (Topic 842), which requires

companies to recognize lease liabilities and corresponding right-of-use leased assets on the Balance Sheets and to disclose key information

about leasing arrangements.

Qualitative and quantitative disclosures will be enhanced to better understand the amount, timing, and uncertainty

of cash flows arising from leases.

2016-02 is effective for annual periods beginning after December 15, 2021, with early adoption

Additionally,

13 unchanged sentences

2016-02 in the year of adoption.

Company will adopt Topic 842 as of December 31, 2022 and will recognize a cumulative-effect adjustment to the opening balance of accumulated

deficit as of the adoption date.

The Company is still currently evaluating the aforementioned ASUs and its impact on its consolidated

financial statements and disclosure.

June 2018, the FASB issued ASU No.

2018-07, “Compensation — Stock Compensation (Topic 718),” (“ASU 2018-07”).

ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for nonemployee share-based payments.

the accounting requirements for nonemployee and employee share-based payment transactions are significantly different.

ASU 2018-07 expands

the scope of Topic 718, Compensation — Stock Compensation (which currently only includes share-based payments to employees) to

include share-based payments issued to nonemployees for goods or services.

Consequently, the accounting for share-based payments to nonemployees

and employees will be substantially aligned.

This ASU supersedes Subtopic 505-50, Equity — Equity-Based Payments to Nonemployees.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years

beginning after December 15, 2021.

Early adoption is permitted, but no earlier than a Company’s adoption date of Topic 606, Revenue

from Contracts with Customers.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial

statements and related disclosures.

& SUBSIDIARIES

to Consolidated Financial Statements

2 – SIGNIFICANT ACCOUNTING POLICIES, continued

Accounting Pronouncements, continued

Company adopted Topic 842 as of January 1, 2022 and recognized a cumulative-effect adjustment to the opening balance of accumulated deficit

of $ 15,010 as of the adoption date, and recognized an additional $ 7,789 during the second quarter of 2022, based on updated information

on two of our leases, for an aggregate cumulative-effect adjustment to accumulated deficit of $ 22,799 .

See Note 11 – Leases for

further details.

October 2021, the FASB issued ASU 2021-08 Business Combinations (“Topic 805”):

2 unchanged sentences

The ASU requires contract assets and contract liabilities acquired in a business combination

to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers,

as if it had originated the contracts.

Under the current business combinations guidance, such assets and liabilities were recognized

by the acquirer at fair value on the acquisition date.

The ASU is effective for fiscal years, and interim periods within those fiscal

years, beginning after December 15, 2022, with early adoption permitted.

We are currently evaluating the extent of the impact of this

ASU, but do not expect the adoption of this standard to have a significant impact on our consolidated financial statements.

to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with

Customers”, as if it had originated the contracts.

Under the current business combinations guidance, such assets and liabilities

were recognized by the acquirer at fair value on the acquisition date.

The ASU is effective for fiscal years, and interim periods within

those fiscal years, beginning after December 15, 2022, with early adoption permitted.

The adoption of this guidance did not have a material

impact on the Company’s Consolidated Financial Statements and related disclosures.

Company evaluated events that have occurred after the balance sheet date but before the financial statements are issued.

2 unchanged sentences

the Financial Statements, except as disclosed in Note 18 – Subsequent Events.

3 – ACQUISITIONS

October 19, 2020, the Company acquired a franchisee store in Chelsea, New York, as a corporate store (the “Chelsea Acquisition”).

The purchase price of the store was $ 68,292 , of which $ 34,146 related to equipment purchased and the remaining $ 34,146 was attributed

to leasehold improvements.

The Company agreed to forgive a promissory note in the amount of $ 68,292 that was owed from the franchisee

in exchange for the purchase of the location.

In addition, the Company became obligated for payments pursuant to a five-year lease, exclusive

of options to renew.

Monthly rent payments pursuant to this lease agreement range from $ 11,000 to $ 16,105 with a straight-line rent expense

of $ 13,431 per month.

unaudited pro-forma financial information in the table below summarizes the consolidated results of operations of the Company and the

Chelsea franchisee store as though the acquisition had occurred as of January 1, 2020.

The pro forma financial information as presented

below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved

if the acquisition had taken place at the beginning of the earliest period presented, nor does it intend to be a projection of future

SCHEDULE OF BUSINESS ACQUISITION PRO FORMA INFORMATION

For the Year Ended

Restaurant operating expenses

Total cost and expenses

Loss from Operations

( 9,926,382 )

& SUBSIDIARIES

to Consolidated Financial Statements

3 – ACQUISITIONS, continued

November 2, 2020, the Company acquired a franchisee store in Philadelphia, Pennsylvania, as a corporate store (the “Philadelphia

Acquisition”).

The purchase price of the store was $ 250,000 , of which $ 125,000 related to equipment purchased and the remaining

$ 125,000 relates to leasehold improvements.

The Company paid cash of $ 75,000 to the seller on the closing date and agreed to a $ 175,000

7 % promissory note over the next sixty months with the first payment being due and payable on December 2, 2020.

As part of the acquisition

the Company agreed to a lease assignment and assumed the remaining commitment under the lease upon the closing date.

unaudited pro-forma financial information in the table below summarizes the combined results of operations of the Company and the Philadelphia

franchisee store as though the acquisition had occurred as of January 1, 2020.

The pro forma financial information as presented below

is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the

acquisition had taken place at the beginning of the earliest period presented, nor does it intend to be a projection of future results.

SCHEDULE OF BUSINESS ACQUISITION PRO FORMA INFORMATION

For the Year Ended

Restaurant operating expenses

Total cost and expenses

Loss from Operations

( 9,881,427 )

Foods Acquisition

March 25, 2021, the Company entered into an asset purchase agreement with SuperFit Foods, LLC, a Florida limited liability company and

SuperFit Foods, LLC, a Nevada limited liability company (the “SuperFit Acquisition”).

The purchase price of the assets and

rights was $ 1,150,000 .

The purchase price was payable as follows:

$ 500,000 that was paid at closing, of which $ 25,000 was released from an escrow

account held by our attorney, and $ 625,000 paid in 268,240 shares of common stock.

The remaining $25,000, which was to be issued in the

Company’s common stock, was forfeited as the Company and former owner agreed that not all obligations were met.

Company acquired the following assets as part of the purchase agreement, adjusted for purchase accounting adjustments to reflect our

estimate of the fair value of the net assets acquired during the year ended December 31, 2021:

SCHEDULE OF ASSETS ACQUIRED IN BUSINESS COMBINATIONS

Furniture and equipment

Customer list

Proprietary Recipes

Non-compete agreement

Total assets acquired

& SUBSIDIARIES

to Consolidated Financial Statements

3 – ACQUISITIONS, continued

Foods Acquisition, continued

adjustment to the estimate identifiable net assets acquired resulted in a corresponding $ 25,000 decrease in estimated goodwill due to

the Company having no further obligation to issue the $ 25,000 shares of common stock as mentioned above.

unaudited pro-forma financial information in the table below summarizes the consolidated results of operations of the Company and SuperFit

Foods, LLC as though the acquisition had occurred as of January 1, 2020.

The pro forma financial information as presented below is for

informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition

had taken place at the beginning of the earliest period presented, nor does it intend to be a projection of future results.

SCHEDULE OF BUSINESS ACQUISITION PRO FORMA INFORMATION

For the Year Ended

Restaurant operating expenses

Total cost and expenses

Loss from Operations

( 9,419,944 )

( 9,867,907 )

May 14, 2021, the Company entered into Membership Interest Purchase Agreement with the members (the (“Poke Sellers”) of PKM

Stamford, LLC, Poke Co., LLC, LB Holdings LLC, and TNB Holdings, LLC, each a Connecticut limited liability company (collectively, the

“Poke Entities”) pursuant to which the Company acquired all of the issued and outstanding membership interest of the Poke

Entities in consideration of $ 4,000,000 in cash and $ 730,000 payable in the form of a promissory note (the “Poke Note”).

a related transaction, on May 14, 2021, the Company and the Poke Sellers entered into a Membership Interest Exchange Agreement pursuant

to which the Company acquired Poke Co Holdings LLC, GLL Enterprises, LLC, and TNB Holdings II, LLC, each a Connecticut limited liability

company (collectively, the Poke Entities II”) in exchange for shares of common stock of the Company valued at $ 1,250,000 .

issued 880,282 shares of common stock of the Company on May 14, 2021.

The price per share was determined by using the 10-day trading

average preceding the date of closing.

The closing occurred on May 14, 2021.

Entities and Poke Entities II are hereinafter referred to as “Pokemoto”.

of the date of the acquisition Pokemoto operated a total of thirteen locations, six Company-owned restaurants and 8 franchised restaurants,

in four states, offering up chef-driven contemporary flavors with fresh delectable and healthy

ingredients such as Atlantic salmon, sushi-grade tuna, fresh mango, roasted cashews and black caviar tobiko that appeals to foodies,

health enthusiasts, and sushi-lovers everywhere.

& SUBSIDIARIES

to Consolidated Financial Statements

3 – ACQUISITIONS, continued

Acquisition, continued

Company acquired the following assets as part of the purchase agreement, adjusted for purchase accounting adjustments to reflect our

estimate of the fair value of the net assets acquired during the year ended December 31, 2021:

SCHEDULE OF ASSETS ACQUIRED IN BUSINESS COMBINATIONS

Purchase Price

Accounts Receivables

Property and Equipment

Intangible assets, net

Operating lease right-of-use assets, net

Security deposits and other assets

Accounts payable and accrued expenses

Other notes payable

Deferred revenue

Operating lease liability

Fair value of identifiable net assets acquired

adjustment to the estimated identifiable net assets acquired resulted in a corresponding $ 76,183

increase in estimated goodwill due to the

following changes to the purchase price allocation.

OF INCREASE DECREASE IN GOODWILL

Increase (Decrease) in Goodwill

Accounts Receivables

Accounts payable and accrued expenses

Deferred revenue

Total increase in Goodwill

& SUBSIDIARIES

to Consolidated Financial Statements

3 – ACQUISITIONS, continued

Acquisition, continued

intangible assets acquired include the following:

SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS

Weighted average amortization

Franchise License

Proprietary Recipes

unaudited pro-forma financial information in the table below summarizes the consolidated results of operations of the Company and Pokemoto,

LLC as though the acquisition had occurred as of January 1, 2020.

The pro forma financial information as presented below is for informational

purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken

place at the beginning of the earliest period presented, nor does it intend to be a projection of future results.

SCHEDULE OF BUSINESS ACQUISITION PRO FORMA INFORMATION

For the Years Ended

Restaurant operating expenses

Total cost and expenses

Loss from Operations

( 9,313,472 )

( 9,549,101 )

3 – LOANS RECEIVABLE

December 31, 2021 the Company’s loan receivable balance was $ 0 .

At December 31, 2020 the Company’s loans receivable consists

of the following:

SCHEDULE OF LOANS RECEIVABLES

Loans receivable, net

current portion

Loans receivable, non-current

receivable includes loans to franchisees totaling, in the aggregate, $ 0 and $ 3,390 , net of reserves for uncollectible loans of $ 71,184

and $ 106,900 at December 31, 2021 and 2020, respectively.

& SUBSIDIARIES

to Consolidated Financial Statements

Company had no loan receivable balance at December 31, 2022 and 2021.

Loans receivable includes loans to franchisees totaling, in the

aggregate, net of reserves for uncollectible loans.

There were no reserves for uncollectible loans at December 31, 2022 and $ 71,184 at

December 31, 2021.

Loans receivable was paid in full during the third quarter of 2022 and

the corresponding reserve for loan loss was reversed.

4 – PREPAID EXENSES AND OTHER CURRENT ASSETS

5 unchanged sentences

Prepaid and Other Current Assets

in prepaid and other current assets is a receivable of $ 1,704,751 , which reduced labor expense included in restaurant operating expenses,

related to the employee retention tax credits receivable from the Internal Revenue Services (“IRS”) that was made available

to companies effected by Covid-19.

The Company started to early access the credit in the fourth quarter of 2021 as allowed by the IRS.

MUSCLE MAKER, INC.

& SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

in prepaid and other current assets is a receivable of $ 228,242 and $ 1,704,751 for the years ended December 31, 2022 and 2021, respectively.

The receivable reduced Labor expense for 2021 is included in Restaurant operating expenses, related to the employee retention tax credits

receivable from the Internal Revenue Services (“IRS”) that was made available to companies effected by COVID-19.

started to early access the credit in the fourth quarter of 2021 as allowed by the IRS.

5 – DEPOSIT ON FARMLAND

December 31, 2022, the Company’s deposit on farmland balance was $ 4,914,191 .

Deposit on farmland consists of funds paid as a deposit

with the intent to acquire farmland in Africa by our Sadot subsidiary.

The Company has entered into a letter of intent with a deposit to purchase

undeveloped farmland.

The Company is still in final negotiations with the intent to finalize the agreement by the end of the second quarter

6 – PROPERTY AND EQUIPMENT, NET

3 unchanged sentences

Leasehold improvements

Construction in process

Property and equipment, gross

accumulated depreciation and amortization

accumulated depreciation

( 1,492,934 )

( 1,152,850 )

Property and equipment, net

2 unchanged sentences

31, 2022 and 2021, the Company wrote off Property and equipment with an original cost value of $ 519,563 and $ 347,658 , respectively, related

to closed locations and future locations that were terminated due to the economic environment as a result of COVID-19 and recorded a

loss on disposal of $ 193,405 and $ 41,480 , respectively, after accumulated depreciation of $ 154,253 and $ 109,631 , respectively, in the

consolidated statement of operations.

to closed locations and future locations that were terminated due to the economic environment as a result of COVID-19 and increased Labor

and Food cost and recorded a loss on disposal of $ 274,098 and $ 193,405 , respectively, after accumulated depreciation of $ 245,465 and

$ 154,253 , respectively, in the Consolidated Statement of Operations.

7 – GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Company’s intangible assets include trademarks, franchisee agreements, franchise license, domain names, customer list, proprietary

recipes and non-compete agreements.

The Company’s trademark – Muscle Maker had an indefinite life as of December 31, 2021.

The Company determined that as of January 1, 2022, the trademark – Muscle Maker had a finite life of 3 years and will be amortizing

the value over the new estimate life.

The other intangible assets are amortized over useful lives ranging from 2 to 13 years.

MUSCLE MAKER, INC.

& SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

7 – GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Company’s intangible assets include a trademark with an indefinite useful life as well as franchise agreements which are amortized

over useful lives of thirteen years.

summary of the intangible assets is presented below:

1 unchanged sentence

Intangible Assets

Intangible assets, net at December

Impairment of intangible assets

Amortization expense

Intangible assets, net at December

Impairment of intangible assets

Amortization expense

Intangible assets, net at December

of intangible assets

Trademark Muscle Maker Grill

$ ( 347,110 )

$ ( 508,551 )

$ ( 998,347 )

Franchise Agreements

10 unchanged sentences

$ ( 1,429,498 )

$ ( 1,139,908 )

$ ( 640,906 )

expense related to intangible assets was $ 1,429,498 and $ 640,906 for the years ended December 31, 2022 and 2021, respectively.

1 unchanged sentence

SCHEDULE OF FUTURE AMORTIZATION EXPENSE

For the year ended December 31,

For the year ended

Trademark Muscle Maker Grill

Franchise Agreements

9 unchanged sentences

Company sustained operating and cash flow losses from inception which formed a basis for performing an impairment test of its Intangible

The Company performed a recoverability test on the Company’s intangible assets based on its projected future undiscounted cash flows.

As a result of a failed recoverability test the Company proceeded to measure the

fair value of those assets based on the future discounted cash flows and recorded an impairment charge in the aggregate amount of $ 1,139,908

and $ 100,000

during the year ended December 31, 2021 and 2020,

respectively.

The key assumptions used in the estimates of projected cash flows utilized in both the test and measurement steps of the

impairment analysis were projected revenues and royalty payments.

These forecasts were based on actual revenues and take into account

recent developments as well as the Company’s plans and intentions.

The Company performed a recoverability test on the Company’s intangible assets based on its projected future undiscounted

As a result of a failed recoverability test the Company proceeded to measure the fair value of those assets based on the

future discounted cash flows and recorded an impairment charge in the aggregate amount of $ 347,110 and $ 1,139,908 during the years ended

December 31, 2022 and 2021, respectively.

The key assumptions used in the estimates of projected cash flows utilized in both the test

and measurement steps of the impairment analysis were projected revenues and royalty payments.

These forecasts were based on actual revenues

and take into account recent developments as well as the Company’s plans and intentions.

MUSCLE MAKER, INC.

& SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

summary of the goodwill assets is presented below:

SCHEDULE OF GOODWILL ASSETS

Muscle Maker Grill

SuperFit Food

Goodwill, net at December 31, 2019

Goodwill, net at January 1, 2021

Impairment of goodwill

Goodwill, net at December 31, 2021

Goodwill, net

Impairment of goodwill

1 unchanged sentence

Goodwill, net

the year ended December 31, 2021, we performed a quantitative goodwill assessment and determined the fair value of Muscle Maker Grill

restaurant using a discounted cash flow model.

The discounted cash flow model relied on making assumptions, such as the extent of the

economic downturn related to the COVID-19 pandemic, the expected timing of recovery, expected growth in profitability and discount rate,

which we believed were appropriate.

The results of our 2021 goodwill impairment test indicated that the estimated carry value of Muscle

Maker Grill exceeded its fair value amount.

As a result, we recorded a goodwill impairment charge of $ 86,348 during the year ended December

& SUBSIDIARIES

to Consolidated Financial Statements

the years ended December 31, 2022 and 2021, the Company performed a quantitative goodwill assessment and determined the fair value of

Muscle Maker Grill restaurant using a discounted cash flow model.

The discounted cash flow model relied on making assumptions, such as

the extent of the economic downturn related to the COVID-19 pandemic, the expected timing of recovery, and the expected growth in profitability

and discount rate, which we believed were appropriate.

The results of our 2021 goodwill impairment test indicated that the estimated

carrying value of Muscle Maker Grill exceeded its fair value amount.

As a result, we recorded a goodwill impairment charge of $ 86,348

during the year ended December 31, 2021.

No impairment charge was recorded during the year ended December 31, 2022.

8 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES

1 unchanged sentence

SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES

December, 31,

Accounts payable

Accrued payroll

Accrued payroll and bonuses

Accrued expenses

Accrued professional fees

Accrued board members fees

Accrued rent expense

Accrued compensation expense

Sales taxes payable (1)

Sales taxes payable

Accrued interest

Other accrued expenses

Total Accounts Payable

and Accrued Expenses

Note 14 – Commitments and Contingencies –Taxes for detailed related to delinquent sales taxes.

9 – CONVERTIBLE NOTE PAYABLE TO FORMER PARENT

Note 15 – Commitments and Contingencies – Taxes for details related to delinquent

sales taxes in 2021.

9 – ACCRUED STOCK-BASED CONSULTING EXPENSES

December 31, 2022, Accrued stock-based consulting expenses was $ 3,601,987 .

Accrued stock-based consulting expenses are related to consulting

fees due to Aggia for Sadot operations.

Based on the servicing agreement with Aggia, the consulting fees are calculated at approximately

80 % of the Net income generated by the Sadot business segment.

For the year ended December 31, 2022, $ 3,601,987 is also recorded as Stock-based

consulting expense in the accompanying Consolidated Statements of Operations.

The Stock-based consulting expense is expected to be paid

in stock in 2023.

MUSCLE MAKER, INC.

& SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

10 – NOTES PAYABLE

Notes Payable

April 6, 2018, the Company issued a $ 475,000 convertible promissory note (the “2018 ARH Note”) to the Former Parent for services

4 unchanged sentences

the Company’s common stock.

Company had an aggregate gross amount of $ 82,458 , as of December 31, 2021 and 2020, respectively, in convertible notes payable to Former

Parent outstanding.

10 – NOTES PAYABLE

Senior Secured Convertible Promissory Notes

the year ended December 31, 2020, the Company repaid an aggregate of $ 450,000 in 15% senior secured convertible promissory notes.

Secured Convertible Promissory Notes

the year ended December 31, 2020, the Company repaid the $ 75,000 12% secured convertible promissory note.

& SUBSIDIARIES

to Consolidated Financial Statements

10 –NOTES PAYABLE, continued

Convertible Notes

the year ended December 31, 2020, the Company repaid an convertible note payable in the amount of $ 25,000 .

of December 31, 2021 and 2020, the Company has another convertible note payable in the amount of $ 100,000 which is included within convertible

notes payable.

See Note 14 – Commitments and Contingencies – Litigation, Claims and Assessments for details related to the

$ 100,000 convertible note payable.

Company had an aggregate gross amount of $ 82,458 , as of December 31, 2022 and 2021, respectively, included in notes payable.

of December 31, 2021, the Company had another convertible note payable in the amount of $ 100,000 , which is included within notes payable.

This note was paid in full as of December 31, 2022.

See Note 15 – Commitments and Contingencies – Litigation, Claims and

Assessments for details related to the convertible note payable.

Notes Payable

1 unchanged sentence

The note has a stated interest rate of 8 % with monthly payments payable over 5 years.

February 3, 2020, the Company issued a note payable in the principal amount of $ 150,000 .

The note has an original issue discount of 20 %.

The note became due in full on or before February 21, 2020 .

The note has been repaid during the year ended December 31, 2020.

May 9, 2020, the Company entered into a Paycheck Protection Program Promissory Note and Agreement with Greater Nevada Credit Union, pursuant

1 unchanged sentence

The PPP Loan was made under, and is subject to

the terms and conditions of, the PPP which was established under the CARES Act and is administered by the U.S.

the terms and conditions of, the PPP which was established under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act and is administered by the U.S.

Small Business Administration.

June 21, 2021, the U.S.

Small Business Administration (the “SBA”) forgave the Company’s first Paycheck Promissory Note

(“PPP loan”) entered into on May 9, 2020.

The aggregate amount forgiven is $ 875,974 , consisting of $ 866,300 in principal

and $ 9,674 in interest expenses.

The forgiven amount was accounted for as a gain on debt extinguishment of $ 875,974 and was recorded

in our condensed consolidated statement of operations.

Small Business Administration (the “SBA”) forgave the Company’s first PPP loan entered into

on May 9, 2020.

The aggregate amount forgiven is $ 875,974 , consisting of $ 866,300 in principal and $ 9,674 in interest expenses during

the year ended December 31, 2021.

The forgiven amount was accounted for as a Gain on debt extinguishment and was recorded in our Consolidated

Statements of Operations.

the year ended December 31, 2021, as part of the Pokemoto acquisition, the Company acquired $ 1,171,400 loans issued by the Small Business

4 unchanged sentences

draw (the “PPP 2 Loan”).

The SBA forgave $ 151,176 in principal and $ 1,589 in interest expense as of December 31, 2021.

remaining balance on the PPP 2 Loan was still pending forgiveness as of December 31, 2021.

PPP 2 Loan is administered by the SBA.

The interest rate of the loan is 1.00 % per annum and accrues on the unpaid principal balance computed

on the basis of the actual number of days elapsed in a year of 360 days.

Commencing ten months after the effective date of the PPP 2

Loan, the Company is required to pay the Lender equal monthly payments of principal and interest as required to fully amortize any unforgiven

principal balance of the loan by the five-year anniversary of the effective date of the PPP 2 Loan (the “Maturity Date”).

The PPP 2 Loan contains customary events of default relating to, among other things, payment defaults, making materially false or misleading

representations to the SBA or the Lender, or breaching the terms of the PPP 2 Loan.

The occurrence of an event of default may result

in the repayment of all amounts outstanding under the PPP 2 Loan, collection of all amounts owing from the Company, or filing suit and

obtaining judgment against the Company.

Under the terms of the CARES Act, PPP 2 loan recipients can apply for and be granted forgiveness

for all, or a portion of the loan granted under the PPP.

Such forgiveness will be determined, subject to limitations, based on the use

of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities.

The SBA forgave $ 151,176 in principal and $ 1,589 in interest expense during the year ended December

The SBA forgave $ 139,877 in principal and $ 1,402 in interest expense during the year ended December 31, 2022.

amount was accounted for as a Gain on debt extinguishment and was recorded in our Consolidated Statements of Operations.

the years ended December 31, 2022 and 2021, the Company repaid a total amount of $ 130,080 and $ 1,280,432 , respectively, of the other

notes payables.

of December 31, 2022, the Company had an aggregate amount of $ 898,721 in other notes payable.

The notes had interest rates ranging between

3.75 % - 8 % per annum, due on various dates through May 2026.

MUSCLE MAKER, INC.

& SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

10 –NOTES PAYABLE, continued

Notes Payable, continued

the year ended December 31, 2021 and 2020, the Company repaid a total amount of $ 1,280,432 and $ 597,415 , respectively, of the other notes

payable and other notes payable, related party.

of December 31, 2021, the Company had an aggregate amount of $ 1,170,079 in other notes payable.

The notes had interest rates ranging

between 1 % - 8 % per annum, due on various dates through March 2026.

maturities of other notes payable as of December 31, 2021, are as follows:

maturities of notes payable as of December 31, 2022, are as follows:

SCHEDULE OF OUTSTANDING DEBT

Repayments due as of

Company adopted Topic 842 as of January 1, 2022.

The Company’s leases consist of restaurant locations.

We determine if a contract

contains a lease at inception.

The lease generally has remaining terms of 1-10 years and most lease included the option to extend the

lease for an additional 5-year period.

total lease cost associated with right of use assets and operating lease liabilities for the year ended December 31, 2022, was $ 945,133

and has been recorded in the Consolidated Statement of Operations as Rent expense within Restaurant operating expenses.

of December 31, 2022, assets and liabilities related to the Company’s leases were as follows:

SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES

Right to use asset

Operating leases – current

Operating leases – non-current

Total lease liabilities

of December 31, 2022, the Company’s lease liabilities mature as follows:

SCHEDULE OF OPERATING LEASE LIABILITY MATURITY

Operating Leases

Total lease payments

Less imputed interest

Present value of lease liabilities

MUSCLE MAKER, INC.

& SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

Company’s lease term and discount rates were as follows:

SCHEDULE OF LEASE TERM AND DISCOUNT RATE

Weighted-average remaining lease term (in years)

Operating leases

Weighted-average discount rate

Operating leases

12 – DEFERRED REVENUE

December 31, 2022 and 2021, deferred revenue consists of the following:

SCHEDULE OF DEFERRED REVENUE

OF DEFERRED REVENUE

Deferred revenues, net

Unearned vendor rebates, current

deferred revenue, current

Deferred revenues, non-current

2 unchanged sentences

Deferred revenue of $ 95,392 at December 31, 2022, is expected to be recognized during 2023.

Deferred revenue as of December

31, 2020, included unearned vendor rebates of $ 23,171 , which was fully earned during the year ended December 31, 2021.

& SUBSIDIARIES

to Consolidated Financial Statements

13 – OTHER CURRENT LIABILITIES

current liabilities consist of the following:

OF OTHER CURRENT LIABILITIES

SCHEDULE OF OTHER CURRENT LIABILITIES

Gift card liability

Co-op advertising fund liability

Marketing development brand liability

Advertising fund liability

2 unchanged sentences

fund liability.

MUSCLE MAKER, INC.

& SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

14 – INCOME TAXES

1 unchanged sentence

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

the Years Ended

operating loss carryforwards

and equipment

deferred tax asset

Deferred tax liabilities:

For the Years Ended

Deferred tax assets:

Net operating loss carryforwards

Receivable allowance

Stock-based compensation

Intangible assets

Property and equipment

Deferred rent

Other carryforwards

Deferred revenues

Gross deferred tax asset

Deferred tax liabilities:

deferred tax assets

Property and equipment

Gross deferred tax liabilities

Net deferred tax assets

Valuation allowance

( 11,024,972 )

( 10,768,846 )

deferred tax asset, net of valuation allowance

& SUBSIDIARIES

to Consolidated Financial Statements

13 – INCOME TAXES, continued

income tax benefit for the periods shown consist of the following:

SCHEDULE OF INCOME TAX BENEFIT

Net deferred tax asset, net of valuation allowance

income tax expense for the periods shown consist of the following:

SCHEDULE OF INCOME TAX Expense

For the Years Ended

2 unchanged sentences

Change in valuation allowance

( 2,193,789 )

( 2,739,929 )

Income tax benefit

Income tax expense

MUSCLE MAKER, INC.

& SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the periods shown, are as follows:

4 unchanged sentences

Permanent differences

PPP loan forgiveness

Return to provision adjustments

Deferred tax asset true up- State

Deferred tax asset true up- Federal

Change in valuation allowance

2 unchanged sentences

major tax jurisdictions as follows:

Nevada, California, New Jersey, Texas,

New York State and New York City.

The Company’s tax returns filed for the years ending December 31, 2020, 2019, 2018 and 2017 remain

subject to examination.

Company has approximately $ 38.9 million of Federal and State NOLs available to offset future taxable income.

The net operating loss carryforwards

generated prior to 2018, if not utilized, will expire from 2031 to 2037 for federal and state purposes .

accordance with Section 382 of the Internal Revenue Code, the utilization of the Company’s net operating loss carryforwards could

be subject to annual limitations if there has been greater than 50% ownership change.

& SUBSIDIARIES

to Consolidated Financial Statements

Nevada, California, Connecticut, Florida,

New Jersey, Texas, Virginia, New York State and New York City.

The earliest year that the Company is subject to examination is the year

ended December 31, 2015.

Company has approximately $ 63.2 million of Federal and State Net operating loss (“NOLs”) available to offset future taxable

The net operating loss carryforwards generated prior to 2018, if not utilized, will expire from 2035 to 2037 for federal and

state purposes.

of December 31, 2022 and 2021, the Company has determined that it is more likely than not that the Company will not recognize the future

tax benefit of the loss carryforwards and has recognized a valuation allowance of $ 11,024,972 and $ 10,768,846 , respectively.

The valuation

allowance increased by approximately $ 256,126 .

of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations

provided by Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and similar state provisions.

Generally, in

addition to certain entity reorganizations, the limitation applies when one or more “5 percent stockholders” increase their

ownership, in the aggregate, by more than 50 percentage points over a 36-month time period testing period or beginning the day after

the most recent ownership change, if shorter.

15 – COMMITMENTS AND CONTINGENCIES

leases are subject to certain annual escalations as defined in the agreements.

The Company recognizes rent on a straight-line basis.

The cumulative difference between the rent payments and the rent expense since the inception of the leases was $ 128,095 at December 31,

June 26, 2020, the Company was informed that one of their leases for a future military location was terminated due to the current economic

environment as a result of COVID-19.

to the economic effect of COVID-19 the Company made the decision to close one of their Company-owned stores permanently during the third

quarter of 2020.

As a result, the Company was able to negotiate a sublease on October 29, 2020, for the remainder of the lease term in

which the subtenant agreed to make lease payments to the Company until the lease terminates on February 28, 2021.

the year ended December 31, 2020, the Company became obligated for payments pursuant to two new lease agreements in connection with the

acquisition of the Chelsea and Philadelphia location with terms ranging from 4 to 5 years, exclusive of options to renew.

agreements have a monthly rent expense ranging from $ 3,666 to $ 13,431 per month.

the year ended December 31, 2021, the Company became obligated for payments pursuant to seven new assumed lease agreements though acquisitions

for restaurant spaces with lease terms ranging from of 1.5 years to 10 years, exclusive of options to renew.

These lease agreements have

a monthly rent expense ranging from $ 2,153 to $ 8,600 per month.

the year ended December 31, 2021, the Company became obligated for payments pursuant to four new lease agreements for newly opened restaurant

spaces with lease terms of 5 years, exclusive of options to renew.

These lease agreements have monthly rent expenses, calculated using

a percentage fee ranging from four percent to ten percent of the annual gross sales.

Company has recorded security deposits, totaling, in the aggregate, approximately $ 167,770 and $ 131,790 as of December 31, 2021 and 2020,

respectively.

aggregate minimum lease payments for these leases and others as of December 31, 2021 are:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

Future Minimum Lease Payments

Future Minimum Lease

& SUBSIDIARIES

to Consolidated Financial Statements

14 – COMMITMENTS AND CONTINGENCIES, continued

Leases, continued

rent expense was $ 1,304,369 and $ 726,242 for the years ended December 31, 2021 and 2020, respectively.

Of which $ 1,261,096 and $ 691,986

is recognized as rent expense under operating costs and expenses on the consolidated statement of operations and the remaining $ 43,273

and $ 34,256 is recognized within general and administrative expenses on the consolidated statement of operations for the years ended

December 31, 2021 and 2020, respectively.

October 7, 2021, the Company held its annual shareholders meeting, and the shareholders voted on the directors to serve on the Company’s

2 unchanged sentences

Southall III, Paul L.

Menchik, Peter Petrosian, Jeff Carl,

Major General (ret) Malcom Frost and Phillip Balatsos to serve on the Company’s board of directors.

October 7, 2021, the Company held its annual shareholders meeting and the shareholders voted on the directors to serve on the Company’s

Menchik, Jeff Carl, Major General

(ret) Malcolm Frost and Phillip Balatsos to serve on the Company’s board of directors.

December 22, 2022, the Company held its annual shareholders meeting, and the shareholders voted on the directors to serve on the Company’s

board of directors.

2 unchanged sentences

Menchik, Jeff Carl, Major General

(ret) Malcom Frost and Phillip Balatsos to serve on the Company’s board of directors.

February 18, 2020, the Company entered into a professional services agreement with a company to provide advice on business development

of food stores and delivery kitchen operations.

In addition, they will review and advise the Company on potential acquisition targets,

including financial analytics for post-merger entities and provide assistance in preparing pro-forma financial information.

of the agreement commences from the effective date on February 18, 2020 and expires on February 18, 2021.

Pursuant to the terms of the

agreement, the Company agreed to issue 300,000 shares of the Company’s common stock and 100,000 three-year cashless warrants with

an exercise price of $ 5.00 per share upon signing of the agreement as payment.

The grant date fair value of the warrants of $ 191,000

was recorded in general and administrative expense as stock-based compensation.

The Company rescinded the issuance of 100,000 warrants

and 300,000 shares of the Company’s common stock in July 2020 that were issued in the first quarter of 2020, pursuant to a consulting

Although the shares were duly authorized and validly issued, the Company rescinded the stock and warrants as it did not have

the required amount of equity authorized under its 2019 Incentive Stock Plan.

Following the rescission of the warrants and shares of

common stock, the consultant threatened to commence legal proceedings against the Company and demanded the Company to re-issue the 300,000

shares of common stock and 100,000 warrants and to provide the Consultant registration rights.

In order to settle and avoid the time

commitment and expense associated with potential litigation, the Company and the Consultant entered into a Settlement Agreement (“Settlement

Agreement”) on August 11, 2020 whereby the Company agreed to issue 300,000 shares of common stock within 5 five days of entering

into the Settlement Agreement.

These shares are not subject to any equity plan.

The Company agreed to register the shares of common stock

in consideration of a release by the Consultant.

In addition, as part of the Settlement Agreement the Company issued 100,000 stock options

upon the approval of the 2020 Equity Incentive Plan with a grant date fair value of $ 187,000 .

See Note 16 – Equity – Options

for more details related to the issuance of the stock options.

(ret) Malcolm Frost and Phillip Balatsos to serve on the Company’s board of directors.

December 27, 2022, the Board appointed Benjamin Petel to the Board of Directors.

MUSCLE MAKER, INC.

& SUBSIDIARIES

TO CONSOLIDATED FINANCIAL STATEMENTS

14 – COMMITMENTS AND CONTINGENCIES, continued

Agreements, continued

February 24, 2020, the Company entered into a Consulting Agreement with consultants with experience in the area of corporate finance,

investor communication and financial and investor public relations.

The term of the agreement is for two months from the effective date

on February 27, 2020 and expires on April 27, 2020 .

Pursuant to the terms of the agreement, the Company agreed to pay $ 215,000 in cash

and to issue 10,000 shares of the Company’s common stock.

In the event the Company elects to not extend the term of the agreement,

it is to notify the consultants within five days of the conclusion of the 60-day term.

The Company did not extend the term of the original

As of December 31, 2021, the company issued the 10,000 shares of common stock and paid the $ 215,000 in cash pursuant to the

terms of the agreement.

April 8, 2020, the Company entered into a professional service agreement with a consultant to provide advice on investor outreach and

institutional engagements.

The Consultants will also provide continuous market insight and interpret our trading activity.

the agreement commenced from the execution date and ends on April 1, 2021.

Pursuant to the terms, the Company agreed to pay the consultant

in the form of non-qualified stock options to acquire 200,000 shares of the Company’s common stock, exercisable at $ 2.50 per share

for a period of one year.

The Options are fully vested upon the signing of this agreement.

In addition, the option is callable by the

Company in the event the market price of its shares close above $ 3.50 per share for five consecutive dates upon which the consultant

will have three days to elect to exercise or forfeit the options.

The Company has not issued the options pursuant to the original terms

of the agreement and on August 11, 2020, the Company and the consultant entered into an amendment and agreed that the 200,000 non-qualified

stock options shall be issued upon the Company’s shareholders approval of its 2020 Incentive Stock Plan.

As of December 31, 2021

as part of the Settlement Agreement the Company issued the 200,000 stock options upon the approval of the 2020 Equity Incentive Plan

with a grant date fair value of $ 60,000 .

See Note 16 – Equity – Options for more details related to the issuance of the stock

July 28, 2020, the Company entered into a Consulting Agreement with consultants with experience in the area of corporate finance, investor

communication and financial and investor public relations.

The term of the agreement is for one month from the effective date on July

28, 2020 and expires on August 28, 2020 .

Pursuant to the terms of the agreement, the Company agreed to pay $ 253,500 in cash and to issue

15,000 shares of the Company’s common stock.

As of December 31, 2021, the Company issued the 15,000 shares of common stock and

paid the $ 253,500 in cash pursuant to the terms of the agreement.

February 7, 2021, the Company entered into a Consulting Agreement with consultants as a strategy business consultant to provide the Company

8 unchanged sentences

with financial and business advice.

term of the agreement is for five months from the effective date on March 8, 2021 .

Pursuant to the terms of the agreement the Company agreed to pay the consultant a total of 100,000

shares of the Company’s common stock.

Company issued 70,000

shares of common stock upon the effective date

of the agreement with the remaining 30,000

to be issued upon the successful completion of

the agreement.

As of December 31, 2021, the Company issued the remaining 30,000

shares of common with a grant date fair value

pursuant to the terms of the agreement.

& SUBSIDIARIES

to Consolidated Financial Statements

14 – COMMITMENTS AND CONTINGENCIES, continued

Agreements, continued

The term of the agreement was for five months from the effective date on March 8, 2021.

to the terms of the agreement the Company agreed to pay the consultant a total of 100,000 shares of the Company’s common stock.

The Company issued 70,000 shares of common stock upon the effective date of the agreement with the remaining 30,000 to be issued upon

the successful completion of the agreement.

As of December 31, 2022, the Company issued the remaining 30,000 shares of common with a

grant date fair value of $ 31,800 pursuant to the terms of the agreement.

March 22, 2021, the Company entered into a Consulting Agreement with consultants with experience in the area of investor relations and

1 unchanged sentence

The term of the agreement is for six months from the effective date on March 22, 2021.

Pursuant to the

terms of the agreement the Company paid $ 250,000 in cash and issued 150,000 shares of the Company’s common stock.