Form 8-K
8-K — Sadot Group Inc.
Accession: 0001731122-26-000897
Filed: 2026-06-30
Period: 2026-06-26
CIK: 0001701756
SIC: 5810 (RETAIL-EATING & DRINKING PLACES)
Item: Entry into a Material Definitive Agreement
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — e7749_8-k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (e7749_ex10-1.htm)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported): June
26, 2026
SADOT
GROUP INC.
(Exact name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation)
001-38755
(Commission File Number)
87-2792167
(IRS Employer Identification No.)
295 E. Renfro Street, Suite 300, Burleson, TX 76028
(Address of principal executive offices, including
zip code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.0001 par value
SDOT
Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
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Item 1.01 Entry into a Material
Definitive Agreement.
On June 26, 2026 (the “Closing Date”), Sadot Group Inc. (the
“Company”) entered into and consummated a Share Purchase Agreement (the “SPA”) with Dream America Marketing Services,
Ltd, a company organized under the laws of Costa Rica (the “Purchaser”), pursuant to which the Company sold, transferred and
assigned to the Purchaser one hundred percent (100%) of the issued and outstanding membership interests (the “Interests”)
of Sadot Latam LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Sadot Latam”).
The aggregate purchase price for the Interests consists of: (i) $1,000
in cash, payable by wire transfer; plus (ii) a profit-sharing payment equal to 27.5% of cash actually collected in respect of certain
receivables held by Sadot Latam and Sadot LLC, as more particularly described in Appendix A to the SPA. The Purchaser acquired the Interests
on an “as is, where is” basis, inclusive of all existing and threatened litigation, claims and liabilities of Sadot Latam.
The assets of Sadot Latam transferred in connection with the sale, as set
forth in Appendix A to the SPA, consist principally of the following:
● A Citizens Bank deposit of
approximately $250,000;
● Kaford receivable (amount subject to
collection);
● Naturz receivable (amount subject to
collection);
● 50% of any net collection amount from the Zambia
receivable; and
● 50% of any net collection amount from the Zen Noh
lawsuit.
The SPA contains customary representations, warranties, covenants and indemnification
provisions. The Seller has agreed to provide legal support for a period of six (6) months following the Closing Date for all litigation
and disputes involving Sadot Latam existing as of the Closing Date. The SPA is governed by the laws of the State of New York, with disputes
to be resolved by arbitration administered by the American Arbitration Association in New York, New York.
The foregoing description of the SPA does not purport to be complete and
is qualified in its entirety by reference to the full text of the SPA, a copy of which is filed as Exhibit 10.1 to this Current Report
on Form 8-K.
Item 8.01 Other Events.
Financial Statement Impact — Deconsolidation of Sadot Latam
As a result of the consummation of the sale on the Closing Date, the Company
will cease to consolidate Sadot Latam in its consolidated financial statements from
and after the Closing Date. The Company is evaluating the accounting treatment
of the deconsolidation in accordance with Accounting Standards Codification Topic 810
, and
expects to reflect the effects of the deconsolidation in its consolidated
financial statements for the fiscal quarter ending June 30, 2026. The financial effects of the deconsolidation are preliminary, have not
been audited or reviewed by the Company’s independent registered public accounting firm, and remain subject to change.
The Board has authorized this voluntary disclosure under Item 8.01 of Form
8-K in order to provide transparency regarding the transaction.
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Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements include, without limitation, statements regarding the anticipated timing and accounting effects of
the deconsolidation of Sadot Latam. These statements are based on current expectations and are subject to risks, uncertainties and assumptions,
including risks related to accounting determinations, collectability of the receivables, and other factors described in the Company’s
filings with the Securities and Exchange Commission. Actual results may differ materially from those expressed or implied in any forward-looking
statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1
Share Purchase Agreement, dated as of June 26, 2026, by and between Sadot Group Inc. and Dream America Marketing Services, Ltd.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SADOT GROUP INC.
Date: June 29, 2026
By: /s/ Haggai Ravid
Name: Haggai Ravid
Title: Chief Executive Officer
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EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: e7749_ex10-1.htm · Sequence: 2
EXHIBIT 10.1
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (this
“Agreement”) is made and entered into as of June 26th 2026 (the “Execution Date”),
BY AND BETWEEN:
1. SADOT Group Inc. a corporation organized and existing under the laws of
Nevada in the United States of America, having its principal place of business at 295 E Renfro Street, Suite 209 Burleson, Texas 76028
USA (the “Seller”);
AND
2. Dream America Marketing Services, Ltd , having its principal place of
business at Davivienda Bldg, 1st fl. Meridiano Business Center. Escazu, SJ 10203. Costa Rica. (the “Purchaser”).
The Seller and the Purchaser are each
referred to herein individually as a “Party” and collectively as the “Parties”.
RECITALS
WHEREAS the Seller is the sole and exclusive
owner of one hundred per cent (100%) of the issued and outstanding membership interests (the “Interests”) in Sadot
Latam LLC, a limited liability company organized and existing under the laws of Delaware (the “Company”); The assets
of Sadot Latam are listed in Appendix A
WHEREAS, the
Seller desires to sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser desires to purchase and acquire
from the Seller, all of the Interests, upon the terms and subject to the conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the
mutual covenants, agreements, representations, warranties and indemnities contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1. Definitions.
In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below:
a. “Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control
with, such Person. For purposes of this definition, “control” (including the terms “controlled by” and “under
common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
b. “Business
Day” means any day other than a Saturday, Sunday or any other day on which banking institutions in New York, New York are authorized
or required by applicable Law to be closed.
c. “Closing”
means the consummation of the transactions contemplated by this Agreement in accordance with Section 3 hereof.
d. “Closing
Date” means the date on which the Closing occurs, which shall be the Execution Date or such other date as the Parties may mutually
agree in writing.
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e. “Encumbrance”
means any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, equity, trust, equitable interest, claim, preference,
right of possession, lease, tenancy, license, encroachment, covenant, infringement, interference, Order, proxy, option, right of first
refusal, preemptive right, community property interest, legend, defect, impediment, exception, reservation, limitation, impairment, imperfection
of title, condition or restriction of any nature whatsoever.
f. “Governmental
Authority” means any federal, state, local, foreign or supranational government, any court, tribunal, arbitrator, administrative
agency, commission or other governmental or regulatory authority or instrumentality, domestic or foreign, or any political subdivision
thereof, or any quasi-governmental or private body exercising any regulatory or taxing authority thereunder.
g. “Knowledge”
or “knowledge” means, with respect to the Seller, the actual knowledge of the officers, directors and managers of the
Seller and the Company, after reasonable inquiry.
h. “Law”
means any federal, state, local, foreign or supranational law (including common law), statute, ordinance, rule, regulation, order, judgment,
injunction, decree, award, treaty or other binding directive or requirement of any Governmental Authority.
i. “Material
Adverse Effect” means any event, occurrence, fact, condition, change, development or effect that, individually or in the aggregate,
has had or would reasonably be expected to have a material adverse effect on the business, results of operations, condition (financial
or otherwise), assets, liabilities or prospects of the Company; provided, however, that Material Adverse Effect shall not include any
event, occurrence, fact, condition, change, development or effect arising out of, relating to or resulting from: (i) general economic
or political conditions or changes therein; (ii) conditions generally affecting the industries in which the Company operates; (iii) changes
in applicable Law or accounting standards; (iv) the announcement or pendency of the transactions contemplated by this Agreement; or (v)
any action taken or omitted to be taken by the Company at the written request or with the written consent of the Purchaser; provided,
further, that any event, occurrence, fact, condition, change, development or effect referred to in clauses (i) through (iii) above shall
be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent
that such event, occurrence, fact, condition, change, development or effect has a disproportionate effect on the Company compared to other
participants in the industries in which the Company operates.
j. “Order”
means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Authority or arbitrator.
k. “Person”
means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, other entity
or Governmental Authority.
l. “Purchase Price” has the meaning set forth in Section 2.2 hereof.
m. “Tax”
or “Taxes” means all federal, state, local and foreign taxes, charges, fees, levies, imposts, duties and other assessments,
including income, gross receipts, excise, property, sales, use, transfer, withholding, employment, payroll, social security, franchise,
severance, stamp, occupation, windfall profits, environmental, customs, capital stock, profits, licence, estimated and other taxes, and
including any interest, penalties and additions to tax in respect of the foregoing.
n. “Tax
Return” means any return, report, information return, claim for refund or other document (including any related or supporting
information or schedule attached thereto and any amendment thereof) filed or required to be filed with any Governmental Authority in connection
with the determination, assessment or collection of any Tax or the administration of any Law relating to any Tax.
1.2 Interpretation.
Unless the context of this Agreement clearly requires otherwise:
a. references
to the plural include the singular, the singular the plural, and the part the whole;
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b. references to any gender include all genders;
c. the
words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”;
d. the word “or” is not exclusive;
e. references
to “hereof”, “herein”, “hereunder”, “hereto” and similar terms refer to this Agreement
as a whole and not to any particular provision of this Agreement;
f. the term “or” is not exclusive;
g. the
word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and
such phrase shall not mean simply “if”;
h. all
references to Sections, Schedules and Exhibits are to Sections, Schedules and Exhibits of this Agreement unless otherwise specified;
i. the
headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of
this Agreement;
j. any
reference to any Law shall be deemed also to refer to such Law as amended, modified, supplemented or replaced from time to time;
k. references
to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with
the terms hereof and thereof; and
l. references to “dollars” or “$” shall mean United States dollars.
2. SALE AND PURCHASE OF INTERESTS
2.1. Sale
and Purchase. Subject to the terms and conditions of this Agreement, at the Closing, the Seller shall sell, transfer, assign, convey
and deliver to the Purchaser, and the Purchaser shall purchase and acquire from the Seller, all of the Interests, inclusive of all Encumbrances,
litigations, threatened litigations, lawsuits and counter lawsuits. The Purchaser shall have no recourse and is buying the Company on
an AS IS basis.
2.2. Purchase
Price. The aggregate purchase price for the Interests shall be $1,000 plus a profit sharing of 27.5% of any and all cash generated
by the collection of certain receivables held by SDOT Latam and SDOT LLC. Payment will be made by wire transfer to an account designated
in writing by the Seller.
3. CLOSING
3.1. Time
and Place of Closing. The Closing shall take place remotely via the electronic exchange of documents and signatures on the Closing
Date, or at such other time, date and place as the Parties may mutually agree in writing.
3.2. Deliveries
by the Seller. At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser the following:
a. an
assignment of the Interests, duly executed by the Seller, in form and substance reasonably satisfactory to the Purchaser;
b. a
certificate of the Secretary or Assistant Secretary of the Seller, dated as of the Closing Date, certifying:
3
i. that
attached thereto are true, correct and complete copies of the resolutions duly adopted by the board of directors (or similar governing
body) of the Seller authorising the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions
contemplated hereby;
ii. that
attached thereto are true, correct and complete copies of the organizational documents of the Seller as in effect on the Closing Date;
and
iii. as
to the incumbency and signatures of the officers of the Seller executing this Agreement and any other documents contemplated hereby;
c. a
good standing certificate (or equivalent) for the Seller from the Secretary of State (or equivalent authority) of the jurisdiction of
its organization, dated not more than ten (10) Business Days prior to the Closing Date;
d. a
good standing certificate (or equivalent) for the Company from the Secretary of State (or equivalent authority) of the jurisdiction of
its organization, dated not more than ten (10) Business Days prior to the Closing Date;
e. resignations,
effective as of the Closing, of all directors, managers and officers of the Company, in form and substance reasonably satisfactory to
the Purchaser;
f. the certificate required by Section 7.3(a);
g. all
minute books, membership interest books, membership interest transfer ledgers, corporate seals, books of account and other records of
the Company in the possession or control of the Seller;
h. all
agreements, contracts, licenses, permits and other documents relating to the business and operations of the Company in the possession
or control of the Seller; and
i. such
other documents, instruments and certificates as the Purchaser may reasonably request to effect the transactions contemplated by this
Agreement.
3.3. Deliveries
by the Purchaser. At the Closing, the Purchaser shall deliver or cause to be delivered to the Seller the following:
a. the
Purchase Price in accordance with Section 2.2;
b. a
certificate of the Secretary or Assistant Secretary of the Purchaser, dated as of the Closing Date, certifying:
i. that
attached thereto are true, correct and complete copies of the resolutions duly adopted by the board of directors (or similar governing
body) of the Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with
the transactions contemplated hereby;
ii. that
attached thereto are true, correct and complete copies of the organizational documents of the Purchaser as in effect on the Closing Date;
and
iii. as
to the incumbency and signatures of the officers of the Purchaser executing this Agreement and any other documents contemplated hereby;
c. a
good standing certificate (or equivalent) for the Purchaser from the Registrar of Companies (or equivalent authority) of Hong Kong, dated
not more than ten (10) Business Days prior to the Closing Date;
d. the certificate required by Section 7.3(b); and
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e. such
other documents, instruments and certificates as the Seller may reasonably request to effect the transactions contemplated by this Agreement.
4. REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller hereby represents and warrants to the Purchaser as
follows:
4.1. Organization
and Good Standing. The Seller is a Corporation duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization.
The Company is a limited liability company duly organized,
validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority
to own, lease and operate its properties and to carry on its business as now being conducted.
4.2. Authority;
Binding Effect. The Seller has full power and authority to execute and deliver this Agreement and to consummate the transactions contemplated
hereby. The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions
contemplated hereby have been duly authorized by all necessary action on the part of the Seller. This Agreement has been duly executed
and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors’ rights generally and by general principles of equity.
4.3. No
Conflicts. The execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transactions
contemplated hereby do not and will not:
a. conflict
with or violate any provision of the organizational documents of the Seller or the Company;
b. conflict
with or violate any Law applicable to the Seller or the Company or by which any of their respective properties or assets are bound;
c. result
in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or
give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on
any of the Interests or any of the properties or assets of the Company pursuant to, any agreement, contract, lease, license, instrument
or other arrangement to which the Seller or the Company is a party or by which any of their respective properties or assets are bound;
or
d. require
any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority or any other Person,
except where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not
reasonably be expected to have a Material Adverse Effect.
4.4. Ownership
of Interests. The Seller is the sole record and beneficial owner of the Interests and has good and valid title to the Interests, free
and clear of all Encumbrances. The Interests constitute all of the issued and outstanding membership interests of the Company. Upon delivery
of the assignment of the Interests to the Purchaser at the Closing and payment of the Purchase Price, the Purchaser will acquire good
and valid title to the Interests, free and clear of all Encumbrances (other than any Encumbrances created by or through the Purchaser).
The Interests have been duly authorized and validly issued and are fully paid and non-assessable (to the extent such concepts are applicable).
There are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements
of any character providing for the purchase, issuance or sale of any membership interests or other equity securities of the Company. There
are no voting trusts, proxies or other agreements or understandings with respect to the voting of the Interests.
5
4.5. Capitalization
of the Company. The Interests constitute all of the issued and outstanding membership interests or other equity securities of the
Company. The Company does not own, directly or indirectly, any capital stock, membership interests, partnership interests, joint venture
interests or other equity securities or interests in any Person.
4.6. Financial
Statements. The Seller has delivered to the Purchaser true, correct and complete copies of the unaudited financial statements of the
Company as of and for the fiscal years ended 2023 and 2024 (collectively, the “Financial Statements”). The Financial
Statements have been prepared in accordance with generally accepted accounting principles in the United States applied on a consistent
basis throughout the periods indicated (except as may be indicated in the notes thereto) and fairly present in all material respects the
financial position of the Company as of the dates thereof and the results of operations and cash flows of the Company for the periods
then ended, subject to normal year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse).
4.7. Absence
of Certain Changes. Since the date of the most recent Financial Statements, the Company has conducted its business only in the ordinary
course consistent with past practice, and there has not been any Material Adverse Effect. Without limiting the generality of the foregoing,
since the date of the most recent Financial Statements, the Company has not:
a. amended
or otherwise changed its organizational documents;
b. issued,
sold, pledged, disposed of or encumbered any membership interests or other equity securities, or any options, warrants, convertible securities
or other rights of any kind to acquire any membership interests or other equity securities of the Company;
c. declared,
set aside, made or paid any dividend or other distribution in respect of any membership interests or redeemed, purchased or otherwise
acquired any of its membership interests;
d. incurred,
assumed or guaranteed any indebtedness for borrowed money or issued any debt securities, except in the ordinary course of business consistent
with past practice;
e. made
any loan, advance or capital contribution to, or investment in, any Person, except in the ordinary course of business consistent with
past practice;
f. transferred,
assigned, sold or otherwise disposed of any of its assets, except in the ordinary course of business consistent with past practice;
g. suffered
any damage, destruction or loss (whether or not covered by insurance) that has had or would reasonably be expected to have a Material
Adverse Effect;
h. made
any material change in any method of accounting or accounting practice or policy, other than as required by generally accepted accounting
principles;
i. made
or changed any material Tax election, settled or compromised any material Tax liability, changed any annual Tax accounting period, adopted
or changed any method of Tax accounting, filed any amended Tax Return, entered into any closing agreement with respect to Taxes, surrendered
any right to claim a material Tax refund, offset or other reduction in
Tax liability, or consented to any extension or waiver of
the limitation period applicable to any Tax claim or assessment;
j. entered
into, amended or terminated any material contract or agreement, except in the ordinary course of business consistent with past practice;
k. increased
the compenzation payable or to become payable to any of its directors, managers, officers, employees or consultants, or granted any severance
or termination pay to any such Person, except in the ordinary course of business consistent with past practice;
6
l. adopted, amended or terminated any employee benefit plan or arrangement;
m. commenced or settled any legal proceeding;
n. entered into any transaction with any Affiliate of the Company or the Seller; or
o. agreed, whether in writing or otherwise, to take any of the foregoing actions.
4.8. Material
Contracts. The Seller has delivered to the Purchaser true, correct and complete copies of all material contracts and agreements to
which the Company is a party or by which any of its properties or assets are bound (collectively, the “Material Contracts”).
The Purchaser acknowledges and confirms that it has received, reviewed and is satisfied with all disclosures relating to the Material
Contracts. Each Material Contract is valid, binding and in full force and effect and is enforceable in accordance with its terms against
the Company and, to the knowledge of the Seller, the other parties thereto, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles
of equity. The Company is not in material breach or default under any Material Contract, and to the knowledge of the Seller, no other
party to any Material Contract is in material breach or default thereunder. To the knowledge of the Seller, no event has occurred which,
with notice or lapse of time or both, would constitute a material breach or default by the Company or any other party under any Material
Contract.
4.9. Real
Property. The Company does not own any real property. The Seller has delivered to the Purchaser true, correct and complete copies
of all leases for all real property leased by the Company (the “Leased Real Property” and such leases, the “Leases”).
The Purchaser acknowledges and confirms that it has received, reviewed and is satisfied with all disclosures relating to the Leased Real
Property and the Leases. Each Lease is valid, binding and in full force and effect and is enforceable in accordance with its terms against
the Company and, to the knowledge of the Seller, the landlord thereunder, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of
equity. The Company is not in material breach or default under any Lease, and to the knowledge of the Seller, no landlord is in material
breach or default under any Lease.
4.10. Intellectual
Property. The Seller has delivered to the Purchaser a true, correct and complete list of all patents, patent applications,
trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, copyright applications,
domain names and other intellectual property rights owned by the Company (the “Intellectual Property”). The
Purchaser acknowledges and confirms that it has received, reviewed and is satisfied with all disclosures relating to the
Intellectual Property. The Company owns or has the right to use all Intellectual Property necessary for the conduct of its business
as currently conducted. To the knowledge of the Seller, the conduct of the business of the Company as currently conducted does not
infringe, misappropriate or otherwise violate the intellectual property rights of any Person. To the knowledge of the Seller, no
Person is infringing, misappropriating or otherwise violating any Intellectual Property owned by the Company.
4.11. Compliance
with Laws. The Company is in compliance in all material respects with all Laws applicable to it or its business, properties or assets.
The Company has not received any written notice or other communication from any Governmental Authority regarding any actual or alleged
material violation of, or failure to comply with, any Law.
4.12. Litigation.
The Seller has delivered to the Purchaser a true, correct and complete list of all actions, suits, proceedings, claims, investigations
or inquiries pending or, to the knowledge of the Seller, threatened against or affecting the Company or any of its properties or assets
(collectively, the “Litigation”). The Purchaser acknowledges and confirms that it has received, reviewed and is satisfied
with all disclosures relating to the Litigation. There is no Order outstanding against the Company or any of its properties or assets.
The Litigation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
7
4.13. Permits.
The Company possesses all material permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions,
orders, registrations, notices or other authorizations of or from any Governmental Authority necessary for the lawful conduct of its business
(collectively, the “Permits”). All such Permits are valid and in full force and effect, and the Company is in compliance
in all material respects with the terms and conditions of all such Permits.
4.14. Environmental
Matters. The Company is in compliance in all material respects with all environmental, health and safety Laws. The Company has not
received any written notice or other communication from any Governmental Authority or any other Person regarding any actual or alleged
violation of, or liability under, any environmental, health or safety Law. To the knowledge of the Seller, there are no circumstances
or conditions involving the Company or its properties or assets that would reasonably be expected to result in any material liability
under any environmental, health or safety Law.
4.15. Employees
and Employee Benefits. The Seller has delivered to the Purchaser a true, correct and complete list of all employees of the Company
as of the date hereof, including their titles, hire dates and current compenzation. The Purchaser acknowledges and confirms that it has
received, reviewed and is satisfied with all disclosures relating to the employees and employee benefits of the Company. The Company is
in compliance in all material respects with all Laws relating to employment and employment practices, including all Laws relating to wages,
hours, collective bargaining, discrimination, civil rights, safety and health, workers’ compenzation and the collection and payment
of withholding and social security taxes. The Company is not a party to any collective bargaining agreement or other agreement with any
labour union or organization, and to the knowledge of the Seller, there are no organizational activities or proceedings of any labour
union or organization pending or threatened with respect to the employees of the Company.
4.16. Taxes.
The Company has timely filed all Tax Returns required to be filed by it, and all such Tax Returns are true, correct and complete in all
material respects. The Company has timely paid all Taxes required to be paid by it, whether or not shown on any Tax Return. The Company
has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent
contractor, creditor, member or other Person.
4.17. Insurance.
The Seller has delivered to the Purchaser a true, correct and complete list of all insurance policies maintained by or on behalf of the
Company. The Purchaser acknowledges and confirms that it has received, reviewed and is satisfied with all disclosures relating to the
insurance policies of the Company. All such insurance policies are valid, binding and in full force and effect, all premiums due thereon
have been paid, and the Company is in compliance in all material respects with the terms and conditions of all such insurance policies.
To the knowledge of the Seller, no event has occurred which would reasonably be expected to result in the cancellation or adverse modification
of any such insurance policy.
4.18. Brokers
and Finders. No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission
in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Seller or the Company.
4.19. Full
Disclosure. No representation or warranty by the Seller in this Agreement, and no statement contained in any certificate, schedule,
exhibit or other document furnished or to be furnished to the Purchaser pursuant hereto or in connection with the transactions contemplated
hereby, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in
order to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.
4.20. No
Other Representations or Warranties. Except for the representations and warranties contained in this Section 4 (as modified by the
Schedules hereto), neither the Seller nor any other Person makes any other express or implied representation or warranty on behalf of
the Seller or the Company, and the Seller disclaims any such representation or warranty, whether by the Seller or any of its Affiliates,
directors, managers, officers, employees, agents or representatives or any other Person, notwithstanding the delivery or disclosure to
the Purchaser or its Affiliates, directors, officers, employees, agents or representatives of any documentation or other information (including
any financial projections or other supplemental data). Except for the representations and warranties contained in this Section 4, the
Purchaser acknowledges and agrees that the Seller is selling, and the Purchaser is purchasing, the Interests on an “as is, where
is” basis.
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5. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser hereby represents and warrants to the Seller as
follows:
5.1. Organization
and Good Standing. The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of Hong
Kong and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now
being conducted.
5.2. Authority;
Binding Effect. The Purchaser has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by the Purchaser
of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Purchaser. This
Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser,
enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of
equity.
5.3. No
Conflicts. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the
transactions contemplated hereby do not and will not:
a. conflict
with or violate any provision of the organizational documents of the Purchaser;
b. conflict
with or violate any Law applicable to the Purchaser or by which any of its properties or assets are bound;
c. result
in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or
give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on
any of the properties or assets of the Purchaser pursuant to, any agreement, contract, lease, license, instrument or other arrangement
to which the Purchaser is a party or by which any of its properties or assets are bound; or
d. require
any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority or any other Person,
except where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not
reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement.
5.4. Financial
Capability. The Purchaser has sufficient immediately available funds to pay the Purchase Price and to consummate the transactions
contemplated by this Agreement.
5.5. Investment
Intention. The Purchaser is acquiring the Interests for its own account for investment purposes only and not with a view to, or for
offer or sale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended, or any applicable state
securities laws. The Purchaser acknowledges that the Interests have not been registered under the Securities Act of 1933, as amended,
or any state securities laws and may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless
such transfer, sale, assignment, pledge, hypothecation or other disposition is pursuant to the terms of an effective registration statement
under the Securities Act of 1933, as amended, and any applicable state securities laws or pursuant to an exemption from registration thereunder.
5.6. Independent
Investigation. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations,
assets, liabilities, results of operations, financial condition and prospects of the Company, which investigation, review and
analysis was done by the Purchaser and its Affiliates, representatives and agents. The Purchaser acknowledges that it and its
Affiliates, representatives and agents have been provided adequate access to the personnel, properties, premises and records of the
Company for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the
aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller or the Company or
any of their respective Affiliates, representatives or agents, except for the representations and warranties expressly set forth in
Section 4 hereof (as modified by the Schedules hereto).
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5.7. Brokers
and Finders. No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission
in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.
6. COVENANTS
6.1. Conduct
of Business Pending Closing. During the period from the Execution Date until the Closing (the “Pre-Closing Period”),
the Seller shall cause the Company to conduct its business in the ordinary course consistent with past practice and use commercially reasonable
efforts to preserve intact the business organization of the Company, keep available the services of the current officers, employees and
consultants of the Company and maintain satisfactory relationships with the customers, suppliers, distributors, creditors and others having
business relationships with the Company. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Seller shall
not cause or permit the Company to take any action that would constitute a breach of any of the covenants set forth in Section 4.7 if
taken after the date of the most recent Financial Statements.
6.2. Access
to Information. During the Pre-Closing Period, upon reasonable notice, the Seller shall, and shall cause the Company to:
a. afford
the Purchaser and its Affiliates, representatives and agents reasonable access during normal business hours to the officers, employees,
agents, properties, offices and other facilities of the Company and to the books and records thereof; and
b. furnish
to the Purchaser and its Affiliates, representatives and agents such financial and operating data and other information regarding
the Company as the Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing
of information shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the
Company. All information obtained by the Purchaser pursuant to this Section 6.2 shall be held confidential in accordance with the
terms of any confidentiality agreement between the Parties.
6.3. Regulatory
and Other Approvals. Each Party shall use its commercially reasonable efforts to obtain all consents, approvals, authorizations
and permits of, and to make all filings with and notifications to, any Governmental Authority or other Person necessary or advisable
for the consummation of the transactions contemplated by this Agreement. Each Party shall cooperate fully with the other Party and
its Affiliates, representatives and agents in promptly seeking to obtain all such consents, approvals, authorizations and permits
and to make all such filings and notifications.
6.4. Notification
of Certain Matters. During the Pre-Closing Period, the Seller shall promptly notify the Purchaser in writing of:
a. any
fact, circumstance, event or action the existence, occurrence or taking of which has had, or would reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect;
b. any
notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;
c. any
notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions
contemplated by this Agreement; and
d. any
breach by the Seller of any representation, warranty, covenant or agreement contained in this Agreement.
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6.5. Confidentiality.
The Purchaser acknowledges that the information being provided to it in connection with this Agreement and the consummation of the transactions
contemplated hereby is subject to the terms of any confidentiality agreement between the Parties (the “Confidentiality Agreement”),
the terms of which are incorporated herein by reference. If no such Confidentiality Agreement exists, the Purchaser agrees to keep confidential
all non-public information obtained in connection with this Agreement and the transactions contemplated hereby and to use such information
solely for the purpose of evaluating and consummating the transactions contemplated by this Agreement.
6.6. Expenses.
Except as otherwise expressly provided in this Agreement, each Party shall bear its own expenses incurred in connection with the preparation,
execution and performance of this Agreement and the transactions contemplated hereby, including all fees and expenses of agents, representatives,
financial advisers, legal counsel and accountants. For the avoidance of doubt, the Seller shall be responsible for all fees, costs and
expenses of the Company incurred prior to the Closing, and the Purchaser shall be responsible for all fees, costs and expenses of the
Company incurred on or after the Closing.
6.7. Further
Assurances. Following the Closing, each Party shall, and shall cause its Affiliates to, execute and deliver such additional documents,
instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof
and give effect to the transactions contemplated by this Agreement.
6.8. Public
Announcements. The Parties shall consult with each other before issuing, and shall give each other a reasonable opportunity to
review and comment upon, any press release or other public statement with respect to this Agreement or the transactions contemplated
hereby, and shall not issue any such press release or make any such public statement without the prior written consent of the other
Party, which consent shall not be unreasonably withheld, conditioned or delayed, except as may be required by applicable Law or the
rules or regulations of any applicable securities exchange or regulatory or governmental body to which the relevant Party is
subject, in which case the Party required to make the release or announcement shall use its commercially reasonable efforts to allow
the other Party reasonable time to comment on such release or announcement in advance of such issuance.
6.9. Post-Closing
Legal Support for Existing Disputes. For a period of six (6) months following the Closing Date (the “Support Period”),
the Seller shall, at its sole cost and expense, provide all legal support, cooperation and assistance reasonably necessary or desirable
in connection with all Litigation and disputes involving the Company that existed as of the Closing Date, including:
a. providing
legal representation through counsel selected and compensated by the Seller for all such Litigation and disputes;
b. making
available to the Purchaser and the Company all documents, records, information and personnel within the Seller’s possession or control
that are relevant to such Litigation and disputes;
c. consulting
with the Purchaser and the Company regarding strategy, settlement discussions and other material decisions relating to such Litigation
and disputes;
d. attending
hearings, depositions, mediations, arbitrations and other proceedings as may be reasonably necessary in connection with such Litigation
and disputes;
e. providing
all necessary authorizations, consents and approvals required to permit the Purchaser and the Company to pursue or defend such Litigation
and disputes; and
f. taking
all other actions reasonably requested by the Purchaser to assist in the prosecution, defense or resolution of such Litigation and disputes.
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The Seller’s obligations under
this Section 6.9 shall extend to all Litigation and disputes involving the Company that relate to events, circumstances or conditions
that existed prior to the Closing Date, regardless of whether such litigation, disputes, claims, investigations, proceedings or inquiries
were pending, threatened or known as of the Closing Date. The Seller shall have the right to control the defense and settlement of any
such Litigation or dispute during the Support Period; provided, however, that the Seller shall not settle any such Litigation or dispute
without the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed) if such settlement
would: (i) impose any material ongoing obligations on the Company or the Purchaser; (ii) require any admission of wrongdoing by the Company
or the Purchaser; (iii) result in the entry of any injunction or other equitable relief against the Company or the Purchaser; or (iv)
have a Material Adverse Effect on the Company or the Purchaser. Following the expiration of the Support Period, the Purchaser shall have
sole control over all decisions relating to such Litigation and disputes, and the Seller shall continue to provide reasonable cooperation
(at the Purchaser’s expense) as may be necessary to pursue or defend such Litigation and disputes. Notwithstanding anything to the
contrary in this Agreement, the Seller’s obligation to provide legal support pursuant to this Section 6.9 is in addition to, and
not in lieu of, any indemnification obligations of the Seller pursuant to Section 8 hereof.
6.10. Non-Solicitation.
For a period of two (2) years following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, directly or indirectly,
without the prior written consent of the Purchaser:
a. solicit
for employment or hire any person who is or was an employee of the Company at any time during the six (6) month period immediately preceding
the Closing Date or at any time during the two (2) year period following the Closing Date; or
b. encourage
any such employee to leave such employment or to become an employee or consultant to or for any other Person.
The foregoing restrictions shall not apply to:
i. general
solicitations of employment not specifically targeted at employees of the Company, including advertisements placed in newspapers, trade
publications or on internet job sites;
ii. the
hiring of any employee whose employment with the Company has been terminated by the Company or the Purchaser; or
iii. the
hiring of any employee who responds to a general solicitation described in clause (i) above and contacts the Seller or its Affiliates
on his or her own initiative without any direct or indirect solicitation by the Seller or its Affiliates.
6.11. Non-Competition.
For a period of two (2) years following the Closing Date, the Seller shall not, and shall cause its Affiliates not to, directly or indirectly,
without the prior written consent of the Purchaser, engage in or provide assistance to any Person engaged in any business that is competitive
with the business conducted by the Company as of the Closing Date in any geographic area in which the Company conducts business as of
the Closing Date; provided, however, that the foregoing restriction shall not prohibit the Seller or its Affiliates from:
a. owning,
as a passive investment, securities of any Person traded on any national securities exchange or in the over-the-counter market if the
Seller and its Affiliates are not a controlling Person of, or a member of a group which controls, such Person and do not, directly or
indirectly, own five per cent (5%) or more of any class of securities of such Person; or
b. engaging
in any business conducted by the Seller or its Affiliates as of the Closing Date other than the business conducted by the Company.
6.12. Non-Disparagement.
Each Party agrees that, following the Closing, it shall not, and shall cause its Affiliates, directors, managers, officers, employees,
agents and representatives not to, make any public or private statements or representations, whether written or oral, that disparage or
criticize the other Party or any of its Affiliates, directors, managers, officers, employees, agents, representatives, products, services
or business practices. Notwithstanding the foregoing, nothing in this Section 6.12 shall prohibit any Party from:
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a. making
any statement or disclosure required by applicable Law or any Governmental Authority;
b. making
any statement or disclosure in connection with the enforcement of any right or remedy under this Agreement; or
c. responding
to any inquiry or request from any Governmental Authority.
6.13. Books
and Records. For a period of seven (7) years after the Closing Date, the Purchaser shall, and shall cause the Company to, retain all
books, records and other documents relating to the business of the Company existing on the Closing Date and make the same available for
inspection and copying by the Seller and its representatives during normal business hours upon reasonable advance notice in connection
with any matter relating to or arising out of the Seller’s ownership of the Interests on or prior to the Closing Date, including
the preparation of Tax Returns, audits by Governmental Authorities and disputes. The Purchaser shall provide the Seller with at least
thirty (30) days’ prior written notice before destroying or disposing of any such books, records or other documents and shall, if
requested by the Seller, allow the Seller to take possession of such books, records and other documents before they are destroyed or disposed
of.
6.14. Tax Matters.
a. Tax
Returns. The Seller shall be responsible for preparing and filing, or causing to be prepared and filed, all Tax Returns of the Company
for all taxable periods ending on or before the Closing Date and for all portions through the end of the Closing Date of any taxable period
that includes but does not end on the Closing Date (collectively, the “Pre- Closing Tax Returns”). All such Pre-Closing
Tax Returns shall be prepared in a manner consistent with the past practices of the Company, except as otherwise required by applicable
Law. The Seller shall permit the Purchaser to review and comment on each such Pre-Closing Tax Return described above prior to the filing
thereof, and the Seller shall make such revisions to such Pre-Closing Tax Returns as are reasonably requested by the Purchaser. The Purchaser
shall be responsible for preparing and filing, or causing to be prepared and filed, all other Tax Returns of the Company.
b. Payment
of Taxes. The Seller shall pay, or cause to be paid, all Taxes of the Company for all taxable periods ending on or before the Closing
Date and for all portions through the end of the Closing Date of any taxable period that includes but does not end on the Closing Date.
The Purchaser shall pay, or cause to be paid, all other Taxes of the Company.
c. Cooperation.
The Seller and the Purchaser shall cooperate fully with each other and make available to each other, as reasonably requested, all information,
records and documents relating to Taxes of the Company. The Seller and the Purchaser shall cooperate fully with each other in connection
with any audit, examination, investigation or other proceeding relating to Taxes of the Company.
d. Contests.
The Seller shall have the sole right to control any audit, examination, investigation, contest, litigation or other proceeding
relating to Taxes of the Company for any taxable period ending on or before the Closing Date. The Purchaser shall promptly notify
the Seller in writing of any such audit, examination, investigation, contest, litigation or other proceeding and shall
provide the Seller with copies of all correspondence relating thereto. The Seller shall keep the Purchaser reasonably informed of
the status of any such audit, examination, investigation, contest, litigation or other proceeding and shall consult with the
Purchaser before taking any material action in connection therewith. The Seller shall not settle any such audit, examination,
investigation, contest, litigation or other proceeding without the prior written consent of the Purchaser (such consent not to be
unreasonably withheld, conditioned or delayed) if such settlement would have an adverse effect on the Tax liability of the Company
for any taxable period beginning after the Closing Date.
7. CONDITIONS TO CLOSING
7.1. Conditions
to Obligations of All Parties. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be
subject to the fulfilment, at or prior to the Closing, of the following conditions:
a. No
Order. No Order issued by any Governmental Authority of competent jurisdiction enjoining, restraining or otherwise prohibiting the
consummation of the transactions contemplated by this Agreement shall be in effect.
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b. No
Legal Prohibition. No Law shall have been enacted, promulgated or issued by any Governmental Authority that prohibits, restricts or
makes illegal the consummation of the transactions contemplated by this Agreement.
7.2. Conditions
to Obligations of the Purchaser. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall
be subject to the fulfilment, at or prior to the Closing, of each of the following conditions (any or all of which may be waived by the
Purchaser in whole or in part):
a. Representations
and Warranties True. The representations and warranties of the Seller contained in this Agreement shall be true and correct in all
material respects (without giving effect to any materiality or Material Adverse Effect qualifications contained therein) as of the Execution
Date and as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation or warranty
expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects
as of such earlier date).
b. Performance
of Obligations. The Seller shall have performed and complied in all material respects with all covenants and obligations required
by this Agreement to be performed or complied with by the Seller at or prior to the Closing.
c. Certificate.
The Purchaser shall have received a certificate executed by a duly authorized officer of the Seller, dated as of the Closing Date, certifying
that the conditions set forth in Sections 7.2(a) and 7.2(b) have been satisfied.
d. No
Material Adverse Effect. Since the date of the most recent Financial Statements, there shall not have occurred any Material Adverse
Effect.
e. Deliverables.
The Seller shall have delivered, or caused to be delivered, to the Purchaser each of the documents, instruments and other items required
to be delivered by the Seller pursuant to Section 3.2.
7.3. Conditions
to Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be
subject to the fulfilment, at or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller
in whole or in part):
a. Representations
and Warranties True. The representations and warranties of the Purchaser contained in this Agreement shall be true and correct in
all material respects (without giving effect to any materiality qualifications contained therein) as of the Execution Date and as of the
Closing Date as though made on and as of the Closing Date (except to the extent that any such representation or warranty expressly speaks
as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier
date).
b. Performance
of Obligations. The Purchaser shall have performed and complied in all material respects with all covenants and obligations required
by this Agreement to be performed or complied with by the Purchaser at or prior to the Closing.
c. Certificate.
The Seller shall have received a certificate executed by a duly authorized officer of the Purchaser, dated as of the Closing Date, certifying
that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied.
d. Deliverables.
The Purchaser shall have delivered, or caused to be delivered, to the Seller each of the documents, instruments and other items required
to be delivered by the Purchaser pursuant to Section 3.3.
8. INDEMNIFICATION
8.1. Indemnification
by the Seller. Subject to the limitations set forth in this Section 8, from and after the Closing, the Seller shall indemnify, defend
and hold harmless the Purchaser and its Affiliates, directors, managers, officers, employees, agents, successors and assigns (collectively,
the “Purchaser Indemnified Parties”) from and against any and all losses, damages, liabilities, deficiencies, costs
and expenses (including reasonable legal fees and expenses) (collectively, “Losses”) incurred or suffered by any Purchaser
Indemnified Party arising out of, resulting from or relating to:
14
a. any
inaccuracy in or breach of any representation or warranty made by the Seller in this Agreement or in any certificate or other document
delivered by the Seller pursuant to this Agreement;
b. any
breach or non-performance of any covenant or obligation of the Seller contained in this Agreement;
c. any
Taxes of the Company (or for which the Company may be liable) for any taxable period ending on or before the Closing Date or for any portion
through the end of the Closing Date of any taxable period that includes but does not end on the Closing Date;
d. any failure of the Seller to provide the legal support required pursuant to Section 6.9.
8.2. Indemnification
by the Purchaser. Subject to the limitations set forth in this Section 8, from and after the Closing, the Purchaser shall
indemnify, defend and hold harmless the Seller and its Affiliates, directors, managers, officers, employees, agents, successors and
assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses incurred or suffered
by any Seller Indemnified Party arising out of, resulting from or relating to:
a. any
inaccuracy in or breach of any representation or warranty made by the Purchaser in this Agreement or in any certificate or other document
delivered by the Purchaser pursuant to this Agreement; or
b. any
breach or non-performance of any covenant or obligation of the Purchaser contained in this Agreement.
8.3. Limitations
on Indemnification.
a. Survival.
All representations and warranties contained in this Agreement shall survive the Closing and continue in full force and effect for a period
of two (2) years after the Closing Date; provided, however, that:
i. the
representations and warranties contained in Sections 4.1 (Organization and Good Standing), 4.2 (Authority; Binding Effect), 4.4 (Ownership
of Interests), 4.5 (Capitalization of the Company) and 4.18 (Brokers and Finders) (collectively, the “Fundamental Representations”)
shall survive indefinitely;
ii. the
representations and warranties contained in Section 4.16 (Taxes) shall survive until the expiration of the applicable statute of limitations
(giving effect to any extensions or waivers thereof); and
iii. the
representations and warranties contained in Section 4.14 (Environmental Matters) shall survive for a period of five (5) years after the
Closing Date.
All covenants and obligations contained
in this Agreement shall survive the Closing in accordance with their respective terms. Notwithstanding the foregoing, any claim for indemnification
made in writing with reasonable specificity pursuant to this Section 8 prior to the expiration of the applicable survival period shall
survive until such claim is finally resolved.
b. Threshold.
The Purchaser Indemnified Parties shall not be entitled to indemnification pursuant to Section 8.1(a) (other than with respect to the
Fundamental Representations) unless and until the aggregate amount of Losses incurred by the Purchaser Indemnified Parties exceeds Fifty
Thousand Dollars ($50,000) (the “Threshold”), and then only to the extent that such Losses exceed the Threshold.
c. Cap.
The maximum aggregate liability of the Seller for indemnification pursuant to Section 8.1(a) (other than with respect to the Fundamental
Representations and the representations and warranties contained in Section 4.16 (Taxes)) shall not exceed One Million Dollars ($1,000,000)
(the “Cap”). The maximum aggregate liability of the Seller for indemnification pursuant to Section 8.1(a) with respect
to breaches of representations and warranties other than the Fundamental Representations and the representations and warranties contained
in Section 4.16 (Taxes) shall not exceed the Cap. There shall be no limitation on the Seller’s liability for indemnification pursuant
to Section 8.1(a) with respect to the
15
Fundamental Representations or the representations and warranties
contained in Section 4.16 (Taxes), or pursuant to Sections 8.1(b), 8.1(c), 8.1(d), 8.1(e) or 8.1(f).
d. Exclusive
Remedy. Except in the case of fraud or willful breach, the indemnification provisions of this Section 8 shall be the sole and exclusive
remedy of the Parties for any breach of any representation, warranty, covenant or obligation contained in this Agreement or for any other
matter relating to this Agreement or the transactions contemplated hereby; provided, however, that nothing in this Section 8.3(d) shall
limit any Party’s right to seek specific performance or other equitable relief to the extent available under Section 10.11.
e. Mitigation.
Each Indemnified Party (as defined below) shall take, and cause its Affiliates to take, all commercially reasonable steps to mitigate
any Losses incurred or suffered by such Indemnified Party upon becoming aware of any event or circumstance that would reasonably be expected
to, or does, give rise to any such Losses.
f. Insurance
Proceeds. The amount of any Losses for which indemnification is provided under this Section 8 shall be reduced by any insurance proceeds
actually received by the Indemnified Party with respect to such Losses (net of any costs or expenses incurred in obtaining such insurance
proceeds and any retrospective premium adjustments or increases in premiums as a result of such claim).
g. Tax
Benefit. The amount of any Losses for which indemnification is provided under this Section 8 shall be reduced by the net present value
of any Tax benefit actually realised by the Indemnified Party arising from the incurrence or payment of any such Losses.
h. No
Double Recovery. Notwithstanding anything to the contrary contained in this Agreement, no Indemnified Party shall be entitled to recover
more than once for the same Loss under this Agreement, including by asserting claims under different subsections of Section 8.1 or 8.2.
8.4. Indemnification
Procedures.
a. Notice
of Claims. Any Purchaser Indemnified Party or Seller Indemnified Party (each, an “Indemnified Party”) seeking indemnification
under this Section 8 shall promptly notify the Party from whom indemnification is sought (the “Indemnifying Party”)
in writing of any claim, demand, action, suit, proceeding or investigation by any Person who is not a Party or an Affiliate of a Party
(a “Third-Party Claim”) or any other matter in respect of which such Indemnified Party seeks indemnification hereunder,
describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim; provided, however, that
the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 8 except to
the extent that the Indemnifying Party is actually prejudiced by such failure.
b. Defense
of Third-Party Claims. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within
thirty (30) days after the Indemnifying Party’s receipt of notice of such Third-Party Claim, to assume the defense of any Third-Party
Claim, at the Indemnifying Party’s sole cost and expense and with counsel reasonably satisfactory to the Indemnified Party; provided,
however, that:
i. the
Indemnified Party shall be entitled to participate in the defense of such Third- Party Claim and to employ separate counsel of its choice
for such purpose, but the fees and expenses of such separate counsel shall be borne by the Indemnified Party unless:
(A) the
Indemnifying Party has failed to assume the defense of such Third-Party Claim in a timely manner;
(B) the
Indemnifying Party and the Indemnified Party have mutually agreed to the retention of such counsel; or
(C) the
named parties to such Third-Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party,
and the Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it which are different
from or additional to those available to the Indemnifying Party;
16
ii. the
Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld,
conditioned or delayed), consent to the entry of any judgment or enter into any settlement or compromise with respect to such Third-Party
Claim if such judgment, settlement or compromise:
(A) does
not include an unconditional written release of the Indemnified Party from all liability in respect of such Third-Party Claim;
(B) imposes any material ongoing obligations on the Indemnified Party;
(C) requires any admission of wrongdoing by the Indemnified Party;
(D) results
in the entry of any injunction or other equitable relief against the Indemnified Party; or
(E) involves
any criminal liability or potential criminal liability to the Indemnified Party; and
iii. if
the Indemnifying Party assumes the defense of a Third-Party Claim, the Indemnified Party shall provide the Indemnifying Party with reasonable
cooperation in such defense, at the Indemnifying Party’s sole cost and expense.
c. Payment.
The Indemnifying Party shall pay to the Indemnified Party the amount of any Losses to which such Indemnified Party is entitled under this
Section 8 within thirty (30) days after the final determination (whether by agreement, settlement, judgment or otherwise) of such claim
for indemnification.
8.5. Characterization
of Indemnification Payments. All indemnification payments made under this Section 8 shall be treated by the Parties as adjustments
to the Purchase Price for all Tax purposes, unless otherwise required by applicable Law.
9. TERMINATION
9.1. Termination
Rights. This Agreement may be terminated at any time prior to the Closing:
a. by
mutual written consent of the Seller and the Purchaser;
b. by
the Seller or the Purchaser if the Closing shall not have occurred on or before 30th of June 2026 (the “Outside Date”);
provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(b) shall not be available to any Party whose
failure to fulfil any of its obligations under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur
on or before the Outside Date;
c. by
the Seller if there has been a material breach by the Purchaser of any representation, warranty, covenant or obligation contained in this
Agreement, and such breach has not been cured within thirty (30) days after written notice thereof to the Purchaser;
d. by
the Purchaser if there has been a material breach by the Seller of any representation, warranty, covenant or obligation contained in this
Agreement, and such breach has not been cured within thirty (30) days after written notice thereof to the Seller; or
e. by
the Seller or the Purchaser if any Order permanently enjoining, restraining or otherwise prohibiting the consummation of the transactions
contemplated by this Agreement shall have become final and non-appealable; provided, however, that the right to terminate this Agreement
pursuant to this Section 9.1(e) shall not be available to any Party if such Order was primarily due to the failure of such Party to perform
any of its obligations under this Agreement.
9.2. Effect
of Termination. In the event of the termination of this Agreement pursuant to Section 9.1, this Agreement shall forthwith become void
and have no effect, and no Party shall have any liability or further obligation to any other Party hereunder, except that:
17
a. the
provisions of Sections 6.5 (Confidentiality), 6.6 (Expenses), 9.2 (Effect of Termination) and 10 (Miscellaneous) shall survive any such
termination and remain in full force and effect; and
b. no
such termination shall relieve any Party from liability for any willful breach of this Agreement prior to such termination.
10. MISCELLANEOUS
10.1. Entire
Agreement. This Agreement (including the Schedules and Exhibits hereto) constitutes the entire agreement among the Parties with respect
to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written,
of the Parties with respect to the subject matter hereof. There are no representations, warranties, covenants, conditions or other agreements,
express or implied, collateral, statutory or otherwise, between the Parties relating to the subject matter hereof, except as specifically
set forth in this Agreement.
10.2. Amendments
and Waivers. No amendment or modification of this Agreement shall be valid or binding unless it is in writing and signed by each of
the Parties. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances,
shall be deemed to be or construed as a further or continuing waiver of any such term, provision or condition or as a waiver of any other
term, provision or condition of this Agreement.
10.3. Notices.
All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed
to have been duly given and received:
a. when
delivered personally;
b. one
(1) Business Day after being sent by a nationally recognised overnight courier service (costs prepaid);
c. when
sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day
if sent after normal business hours of the recipient; or
d. five
(5) Business Days after being mailed by registered or certified mail, return receipt requested, postage prepaid.
All notices hereunder shall be delivered
as set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice:
If to the Seller, to:
Sadot Group Inc: haggai.ravid@sadotco.com
Attention: Haggai
Ravid
If to the Purchaser, to:
Director: Cynthia Elena Mora
Ph:
+506-2505-5025
10.4. Severability.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability
shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other
jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner
to the end that the transactions contemplated hereby are fulfilled to the extent possible.
18
10.5. Assignment;
Successors and Assigns; No Third-Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by any Party (whether by operation of law or otherwise) without the prior written consent of the other Parties. Subject
to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the Parties and their
respective successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other
than the Parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature whatsoever
under or by reason of this Agreement, except that the provisions of Section 8 are intended to benefit, and be enforceable by, the Indemnified
Parties.
10.6. Governing
Law. This Agreement, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of
or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based
upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to
enter into this Agreement), shall be governed by and construed in accordance with the internal laws of the State of New York, without
giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of New York.
10.7. Arbitration.
Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation
or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by
arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, and judgment
on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be
New York, New York. The arbitration shall be conducted by a panel of three (3) arbitrators, with each Party selecting one arbitrator and
the two Party-appointed arbitrators selecting the third arbitrator, who shall serve as the presiding arbitrator. If the two Party-appointed
arbitrators cannot agree on the third arbitrator within thirty (30) days of the appointment of the second Party-appointed arbitrator,
the third arbitrator shall be appointed by the AAA. The arbitration shall be conducted in the English language. The arbitrators shall
have the authority to grant any equitable and legal remedies that would be available in any court of competent jurisdiction. The arbitrators
shall apply the substantive law of the State of New York (without regard to its conflicts of laws principles) to resolve the dispute.
The arbitrators shall issue a written decision describing the essential findings and conclusions on which any award is based, including
the calculation of any damages awarded. The Parties agree that the arbitration award shall be final and binding upon them and may be enforced
in any court of competent jurisdiction. Each Party shall bear its own costs and expenses (including legal fees and expenses) incurred
in connection with the arbitration, and the Parties shall share equally the fees and expenses of the arbitrators and the AAA; provided,
however, that the arbitrators shall have the authority to award costs and expenses (including reasonable legal fees and expenses) to the
prevailing Party. Notwithstanding the foregoing, either Party may seek equitable relief (including temporary restraining orders, preliminary
injunctions and permanent injunctions) in any court of competent jurisdiction to prevent irreparable harm pending the resolution of any
dispute through arbitration. The Parties agree that any arbitration proceeding pursuant to this Section 10.7 shall be kept confidential,
and the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged,
any testimony or other oral submissions, and any awards) shall not be disclosed beyond the arbitrators, the Parties, their counsel and
advisers, and any Person necessary to the conduct of the proceeding, except as may be lawfully required in judicial proceedings relating
to the arbitration or otherwise, or as may be required by applicable Law or the rules or regulations of any securities exchange or regulatory
or governmental body to which a Party is subject.
10.8. Waiver
of Jury Trial. TO THE EXTENT THAT ANY COURT PROCEEDING IS PERMITTED CONSISTENT WITH THIS AGREEMENT, EACH PARTY HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT:
a. NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER;
19
b. IT
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER;
c. IT MAKES THIS WAIVER VOLUNTARILY; AND
d. IT
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.8.
10.9. Counterparts;
Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement
by facsimile transmission or by email in portable document format (.pdf) or other electronic means shall be as effective as delivery of
a manually executed original counterpart of this Agreement.
10.10. Interpretation.
The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favouring
or disfavouring any Party by virtue of the authorship of any provisions of this Agreement. Any reference to any Law shall be deemed also
to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including”
shall mean “including without limitation”.
10.11. Specific
Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance
with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy
to which they are entitled at law or in equity. Each Party accordingly agrees that, in the event of any breach or threatened breach by
any other Party of any covenant or obligation contained in this Agreement, the non-breaching Party shall be entitled (in addition to any
other remedy that may be available to it, including monetary damages) to seek and obtain:
a. a
decree or order of specific performance to enforce the observance and performance of such covenant or obligation; and
b. an injunction restraining such breach or threatened breach.
Each Party further agrees that no
other Party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as
a condition to obtaining any remedy referred to in this Section 10.11, and each Party irrevocably waives any right it may have to
require the obtaining, furnishing or posting of any such bond or similar instrument.
10.12. Expenses
of Enforcement. In the event that any Party institutes any action or proceeding to enforce any provision of this Agreement or to seek
damages for breach of this Agreement, the prevailing Party in such action or proceeding shall be entitled to recover from the non-prevailing
Party all reasonable costs and expenses (including reasonable legal fees and expenses) incurred by the prevailing Party in connection
with such action or proceeding.
10.13. Schedules
and Exhibits. The Exhibits referred to in this Agreement are an integral part of this Agreement to the same extent as if they were
set forth in full within the body of this Agreement. All references herein to Exhibits shall be deemed references to such parts of this
Agreement, unless the context shall otherwise require.
10.14. Time
of Essence. Time is of the essence with respect to all dates and time periods set forth or referred to in this Agreement.
10.15. Further
Actions. Each Party agrees to execute and deliver all such further documents, agreements and instruments and take such other and further
action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.
20
10.16. Construction.
The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule
of strict construction shall be applied against any Party. The Parties intend that each representation, warranty and covenant contained
herein shall have independent significance. If any Party has breached any representation, warranty or covenant contained herein in any
respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which the Party has not breached shall not detract from or mitigate the fact that the Party is in breach
of the first representation, warranty or covenant.
10.17. Disclosure
Schedules. The Parties agree that the disclosure of any matter, fact or circumstance by the Seller to the Purchaser shall not be deemed
to constitute an admission by any Party, or otherwise imply, that such matter, fact or circumstance is material for the purposes of this
Agreement. The disclosure of any matter shall not be deemed to create any implication that other matters that are not disclosed are not
required to be disclosed or that any undisclosed matter is not material. No disclosure shall constitute or be deemed an admission of liability
with respect to any third party. The information disclosed is solely for purposes of this Agreement, and no information shall be deemed
to be an admission by any Party to any third party of any matter whatsoever (including any violation of Law or breach of contract). The
Purchaser acknowledges and confirms that it has received all disclosures from the Seller relating to the Company, its business, assets,
liabilities, operations and affairs, and is satisfied with the completeness and accuracy of such disclosures.
10.18. Recitals.
The recitals set forth at the beginning of this Agreement are incorporated into and made a part of this Agreement.
10.19. Cumulative
Remedies. All rights and remedies of each Party under this Agreement will be cumulative, and the exercise of one or more rights or
remedies will not preclude the exercise of any other right or remedy available under this Agreement or applicable Law.
10.20. No
Set-Off. The Purchaser shall not be entitled to set off any amounts owed by the Seller to the Purchaser under this Agreement or otherwise
against the Purchase Price or any other amounts owed by the Purchaser to the Seller.
10.21. Currency.
All references to dollar amounts in this Agreement refer to United States dollars, and all payments required under this Agreement shall
be made in United States dollars.
10.22. Business
Days. If any action is required to be taken on a day that is not a Business Day, such action shall be taken on the next succeeding
Business Day.
[Signature page follows]
21
SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT
IN WITNESS WHEREOF, the Parties have executed this Share
Purchase Agreement as of the date first written above.
SELLER:
SADOT GROUP INC
BY: Haggai Ravid, ceo
By:
PURCHASER:
Director: Cynthia Elena Mora
Appendix A
Citizen Bank - $250,000
Kaford receivable
Naturz receivable
50% of any NET collection amount from Zambia
50% of any NET collection amount from the
Zen Noh lawsuit.
22
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