Form 8-K

8-K — Sadot Group Inc.

Accession: 0001731122-26-000850

Filed: 2026-06-12

Period: 2026-06-08

CIK: 0001701756

SIC: 5810 (RETAIL-EATING & DRINKING PLACES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — e7717_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (e7717_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (e7717_ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: e7717_8k.htm · Sequence: 1

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0001701756

2026-06-08

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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

8, 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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Sadot Group Inc. (“Sadot” or the “Company”)

entered into a Written Option Agreement (the “Option Agreement”) with Anat Attia, individually and as sole member of each

of the property limited liability companies listed below (the “Grantor”), pursuant to which the Company was granted an exclusive,

irrevocable six-month option (the “Option”) to acquire 100% of the membership interests in seven (7) California-based real

estate limited liability companies (the “Portfolio LLCs”), representing an aggregate residential portfolio of 147 units with

a total agreed portfolio value of $125,500,000 and aggregate equity value of $69,500,000 (the “Portfolio”).

On June 10, 2026, the Company and the Grantor entered

into Amendment No. 1 to the Option Agreement (the “Amendment” and, together with the Option Agreement, the “Amended

Option Agreement”). Among other things, the Amendment: (i) confirms that, although the Option Agreement bears the date of June 10,

2026 on its face as the result of an administrative error, the Option Agreement was in fact executed by both parties on June 4, 2026,

and that the Effective Date of the Option Agreement for all purposes, including the commencement and expiration of the Option Period,

is June 4, 2026; (ii) provides that Option Fee Tranche 1 is payable in shares of the Company’s Common Stock priced at the agreed

five-day volume-weighted average price (“5-Day VWAP”) of $7.85 per share, as described under Item 3.02 below; (iii) replaces

all references in the Option Agreement to preferred shares convertible into Common Stock with shares of the Company’s Series C Preferred

Stock, par value $0.0001 per share (the “Series C Preferred Stock”), which is expressly non-convertible into Common Stock

under any circumstances, ranks pari passu with the Common Stock in all economic and liquidation respects on an as-stated-value basis,

carries no coupon, dividend or interest, and carries no voting rights except as required by applicable law, in each case as set forth

in the Certificate of Designation of Series C Preferred Stock adopted by the Company’s Board of Directors on June 10, 2026 and filed

with the Secretary of State of the State of Nevada (the “Series C Certificate of Designation”); and (iv) grants the Company

the right, exercisable in its sole discretion and subject to approval of the Company’s Board of Directors and compliance with the

Company’s debt covenants, to satisfy all or any portion of any payment obligation otherwise payable in shares of Series C Preferred

Stock, including Option Fee Tranche 2, the Exercise Price (net of the Option Fee credit) and any monthly Management Fee installment, by

paying cash in an amount equal to the stated value of the shares of Series C Preferred Stock otherwise issuable, with no premium or discount.

Material Terms of the Option Agreement, as Amended

The Option Agreement became effective on June 4, 2026

(the “Effective Date”), and the Option is exercisable for a period of six (6) calendar months from the Effective Date. The

total agreed value of the Portfolio is $125,500,000, against which aggregate existing loans of $56,000,000 will remain in place undisturbed,

resulting in an agreed equity value of $69,500,000.

In consideration of the grant of the Option, the Company

agreed to pay the Grantor a non-refundable option fee of $1,042,500, equal to 1.5% of the agreed equity value (the “Option Fee”).

The Option Fee was paid in full in shares of Common Stock, as described under Item 3.02 below. If the Company exercises the Option, the

exercise price will be $69,500,000, payable in shares of Series C Preferred Stock (or, at the Company’s election under the Amendment,

in cash), less a credit for the Option Fee of $1,042,500, resulting in a net exercise price of $68,457,500. No cash payment is required

at closing unless the Company elects to substitute cash for shares of Series C Preferred Stock pursuant to the Amendment.

Following the closing of any exercise of the Option,

the Company will pay the Grantor a post-closing management fee of $100,000 per month, payable in shares of Series C Preferred Stock (or,

at the Company’s election under the Amendment, in cash), until the full completion of each Portfolio property. If the Option is

exercised, the acquisition will be structured as a transfer to the Company of 100% of the membership interests in the Portfolio LLCs,

with the existing loans on the Portfolio properties remaining in place.

Portfolio Properties

The Portfolio consists of seven residential properties

located in Los Angeles County, California, each held by a single-purpose limited liability company of which the Grantor is the sole member,

as follows: (i) 1236 N. Fairfax Avenue, West Hollywood, California (8 units; held by 1236 Fairfax Apartments LLC; construction complete;

existing loan of $6,000,000; agreed value of $10,000,000); (ii) 2820–2824 Avenel Street, Silver Lake, California (5 units; held

by 2820 Avenel LLC; under construction; existing loan of $6,500,000; agreed value of $11,500,000); (iii) 109–115 Catamaran Street,

Marina del Rey, California (4 units; held by GS West Coast Investments LLC; under construction; existing loan of $4,000,000; agreed value

of $12,000,000); (iv) 2649–2653 Waverly Drive, Silver Lake, California (6 units; held by 2649 Waverly Dr LLC; under construction;

existing loan of $7,000,000; agreed value of $14,000,000); (v) 1221–1227 N. Virgil Avenue, Los Angeles, California (10 units; held

by 1221-1227 N Virgil LLC; under construction; existing loan of $10,000,000; agreed value of $22,000,000); (vi) 1134 N. Westmoreland Avenue,

Los Angeles, California (98 units; held by Stanley Hills LLC; entitled; existing loan of $2,500,000; agreed value of $24,000,000); and

(vii) 2919–2923 Waverly Drive, Silver Lake, California (16 units; held by Silverlight Ventures LLC; construction complete; existing

loan of $20,000,000; agreed value of $32,000,000). In the aggregate, the Portfolio comprises 147 residential units, subject to existing

loans of $56,000,000 in the aggregate, with a total agreed portfolio value of $125,500,000.

The foregoing descriptions of the Option Agreement

and the Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Option Agreement

and the Amendment, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by

reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 is incorporated

herein by reference.

In connection with the Option Agreement, on June 6,

2026 (the “Issuance Date”), the Company issued 132,803 shares of its Common Stock (the “Tranche 1 Shares”) to

the Grantor as Option Fee Tranche 1, constituting full and final payment of the entire Option Fee of $1,042,500. The issuance was made

pursuant to Section 3.2 of the Option Agreement, as amended by the Amendment.

Share Issuance Summary

The Tranche 1 Shares were issued at a price of $7.85

per share, the agreed 5-Day VWAP of the Common Stock for the five (5) consecutive trading days from June 1, 2026 through June 5, 2026,

being the measurement window ending on the fifth business day preceding the Issuance Date, for an aggregate value of $1,042,503.55, satisfying

the $1,042,500 Option Fee in full.

The Tranche 1 Shares represent 17.71% of the Company’s

total issued and outstanding Common Shares as of the Issuance Date, which is below the 19.99% threshold under Nasdaq Listing Rule 5635(d)

(the “Exchange Cap”). Accordingly, the issuance of the Tranche 1 Shares did not require, and was effected without, shareholder

approval.

As the aggregate value of the Tranche 1 Shares ($1,042,503.55)

equals or exceeds the total Option Fee ($1,042,500), the Option Fee has been paid in full through the issuance of Common Shares alone.

No Preferred Shares constituting Option Fee Tranche 2 will be issued under the Option Agreement. This issuance is final and constitutes

complete and irrevocable satisfaction of the Company’s Option Fee payment obligation under the Option Agreement.

The Tranche 1 Shares were issued in reliance upon

the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction not involving

a public offering. The Grantor represented that she is an “accredited investor” within the meaning of Rule 501 of Regulation

D promulgated thereunder. The Tranche 1 Shares are restricted securities and are subject to applicable transfer restrictions.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Written Option Agreement, dated June 4, 2026, between Sadot Group Inc. and Anat Attia, individually and as sole member of each Property LLC

10.2

Amendment No. 1 to Written Option Agreement, dated June 10, 2026, between Sadot Group Inc. and Anat Attia, individually and as sole member of each Property LLC

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 12, 2026

By:

/s/ Haggai Ravid

Name:

Haggai Ravid

Title:

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: e7717_ex10-1.htm · Sequence: 2

EXHIBIT 10.1

WRITTEN OPTION AGREEMENT

FOR THE ACQUISITION OF A REAL ESTATE PORTFOLIO

Between

ANAT ATTIA

Individually and as Sole Member of Each Property

LLC

(“Grantor”)

and

SADOT GROUP INC.

a Nevada corporation

(“Optionee”)

Dated: June 10, 2026

Portfolio Summary

7 Properties | 147 Units | $56,000,000 Existing Loans | $125,500,000 Total

Value

Portfolio Equity: $69,500,000 | Option Fee: $1,042,500 | Option Period:

6 Months

RECITALS

WHEREAS, Grantor is the sole member and manager of

each of the limited liability companies listed in Schedule 1 hereto (the “Property LLCs”), each of which owns or controls

one or more real property assets located in the State of California (collectively, the “Portfolio Properties”);

WHEREAS, the Portfolio Properties consist of seven

(7) real estate projects comprising in aggregate 147 residential units at various stages of completion, all of which are either completed,

under construction with full construction financing in place, or entitled and in pre-development, as more particularly described in the

Exhibits attached hereto;

WHEREAS, all existing construction loans, development

loans, and mortgages encumbering the Portfolio Properties (the “Existing Loans”) shall remain in place following any transfer

of membership interests, with Grantor continuing as borrower and/or guarantor under such Existing Loans, and Optionee shall not be required

to contribute any additional capital to fund the ongoing construction or operations of the Portfolio Properties during the Option Period

or thereafter;

WHEREAS, Grantor desires to grant to Optionee an exclusive

option to acquire 100% of the membership interests in each of the Property LLCs (the “LLC Interests”), subject to the terms

and conditions set forth herein;

WHEREAS, Optionee desires to acquire such option on

the terms and conditions set forth herein, with consideration payable partly in Common Shares (up to 19.99% of outstanding shares, as

the Option Fee Tranche 1) and partly in Series C Preferred Shares convertible into Common Shares at the 5-Day VWAP prior to conversion,

in all cases subject to Shareholder Approval except for Tranche 1 of the Option Fee, all as more particularly set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants

and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

the parties agree as follows:

SECTION 1 — DEFINITIONS

“Agreement”

This Written Option Agreement, including all Schedules and Exhibits attached hereto, as may be amended from time to time by written agreement of the parties.

“Business Day”

Any day other than a Saturday, Sunday, or a day on which commercial banks in the State of California are authorized or required to be closed.

“Conversion Price”

For any issuance or conversion of Preferred Shares to Common Shares under this Agreement, the volume-weighted average price (VWAP) of SADOT Group Inc. common shares on the principal trading exchange for the five (5) consecutive trading days immediately preceding the applicable issuance or conversion notice date (also referred to as the “5-Day VWAP”). The same 5-Day VWAP methodology applies to the pricing of Common Shares issued as Option Fee Tranche 1.

“Equity Value”

The aggregate portfolio equity value of $69,500,000, representing the difference between the Total Portfolio Value ($125,500,000) and the aggregate Existing Loans ($56,000,000), as agreed by the parties.

“Effective Date”

The date first written above upon which this Agreement is fully executed by both parties.

“Existing Loans”

All construction loans, development loans, mortgages, and other debt instruments currently encumbering the Portfolio Properties, totaling approximately $56,000,000 in the aggregate, as itemized in Schedule 1, which shall remain in place undisturbed following exercise of the Option.

“Exercise Notice”

Written notice delivered by Optionee to Grantor during the Option Period stating Optionee’s election to exercise the Option.

“Exercise Price”

The total consideration payable by Optionee upon exercise of the Option, being $69,500,000 in Preferred Shares, less the Option Fee previously paid, resulting in a net balance of $68,457,500 in Preferred Shares payable at Closing.

“LLC Interests”

100% of the issued and outstanding membership interests in each of the Property LLCs, as listed in Schedule 1.

“Management Fee”

$100,000 per month payable to Grantor in Preferred Shares, due and payable monthly from the Closing Date until each respective Portfolio Property has reached Full Completion.

“Option”

The exclusive, irrevocable right granted by Grantor to Optionee to acquire the LLC Interests on the terms set forth in this Agreement.

“Option Fee”

$1,042,500, being 1.5% of the Equity Value, payable in two tranches: (i) Tranche 1: Common Shares equal in value to 19.99% of SADOT’s total issued and outstanding Common Shares as of the issuance date, priced at the 5-Day VWAP preceding issuance, payable at or promptly following the Effective Date without requiring Shareholder Approval; and (ii) Tranche 2: the remaining balance of the Option Fee (being $1,042,500 less the Tranche 1 value), payable in Preferred Shares convertible into Common Shares at the Conversion Price, contingent upon receipt of Shareholder Approval.

“Option Period”

The period of six (6) calendar months commencing on the Effective Date and expiring at 11:59 p.m. Pacific Time on the date that is six months thereafter (the “Expiration Date”).

“Portfolio Properties”

The seven (7) real estate projects described in Schedule 1 and the corresponding Exhibits A through G.

“Portfolio LLCs”

Collectively: 1236 Fairfax Apartments LLC; 2820 Avenel LLC; GS West Coast Investments LLC; 2649 Waverly Dr LLC; 1221-1227 N Virgil LLC; Stanley Hills LLC; and Silverlight Ventures LLC.

“Preferred Shares”

Series C Preferred shares of SADOT Group Inc. that: (i) rank pari passu with common shares of SADOT in all economic respects; (ii) carry no liquidation preference above common shares; and (iii) are convertible into common shares of SADOT at the Conversion Price, at the holder’s election at any time.

“Full Completion”

With respect to any individual Portfolio Property, the date on which such property has received a certificate of occupancy (or equivalent governmental approval), all construction is complete, all units are available for lease or sale, and such property is fully operational.

“VWAP”

Volume-weighted average price of SADOT Group Inc. common shares on the principal stock exchange on which such shares are listed, calculated over the five (5) consecutive trading days immediately preceding the applicable conversion notice date or issuance date, as applicable (also referred to herein as the “5-Day VWAP”).

“Common Shares”

Common shares of SADOT Group Inc. issued and outstanding from time to time, traded on the principal stock exchange on which SADOT shares are listed.

“Shareholder Approval”

The approval of SADOT Group Inc.’s shareholders, obtained at a duly convened annual or special meeting of shareholders, authorizing: (i) the issuance of Preferred Shares under this Agreement (Option Fee Tranche 2, Exercise Price, and Management Fee); and (ii) the conversion of all such Preferred Shares into Common Shares at the Conversion Price (5-Day VWAP prior to conversion), as required by the rules of the Nasdaq Capital Market and applicable securities laws. Shareholder Approval is required for all Preferred Share issuances and conversions under this Agreement. The only exception is Option Fee Tranche 1, which is issued directly as Common Shares within the 19.99% Exchange Cap and requires no Shareholder Approval.

SECTION 2 — GRANT OF OPTION

2.1. Grant of Exclusive Option.

Subject to the terms and conditions of this Agreement,

Grantor hereby grants to Optionee an exclusive, irrevocable option (the “Option”) to acquire 100% of the LLC Interests in

each of the Property LLCs during the Option Period. During the Option Period, Grantor shall not offer, negotiate, or enter into any agreement

for the sale, transfer, encumbrance, or other disposition of the LLC Interests or the Portfolio Properties to any third party without

the prior written consent of Optionee.

2.2. Option Period.

The Option shall commence on the Effective Date and

shall expire at 11:59 p.m. Pacific Time on the Expiration Date, unless earlier exercised by Optionee in accordance with Section 4 hereof.

Time is of the essence with respect to the Option Period and the Expiration Date.

2.3. Nature of Acquisition.

The Option, if exercised, shall result in the transfer

of 100% of the LLC Interests in each Property LLC from Grantor to Optionee. Title to the Portfolio Properties shall remain vested in the

respective Property LLCs at all times. Optionee shall acquire the Portfolio Properties indirectly through its acquisition of the LLC Interests.

The Existing Loans shall remain in place following such transfer, undisturbed, with each Property LLC continuing as the borrower of record

and Grantor continuing in her individual capacity as guarantor or obligor as required by the applicable lenders. Optionee acknowledges

that no assumption of the Existing Loans by Optionee is contemplated hereunder.

2.4. No Capital Contribution Required.

Optionee shall not be required to contribute any capital

to fund the ongoing construction, development, operations, debt service, or carrying costs of the Portfolio Properties during the Option

Period or following Closing. All such costs shall be funded from the Existing Loans, from operating revenues generated by the Portfolio

Properties, or by Grantor, as the case may be. This provision is a fundamental inducement to Optionee entering into this Agreement.

2.5. Continuation of Projects.

During the Option Period, Grantor shall continue to

manage, develop, and operate the Portfolio Properties in the ordinary course consistent with past practice, shall maintain the Existing

Loans in good standing, shall not incur additional material debt on the Portfolio Properties without Optionee’s prior written consent,

and shall promptly notify Optionee of any material adverse developments affecting any Portfolio Property or any of the Existing Loans.

SECTION 3 — OPTION FEE

3.1. Payment of Option Fee.

As consideration for the grant of the Option, Optionee

shall pay to Grantor the Option Fee of One Million Forty-Two Thousand Five Hundred United States Dollars ($1,042,500), representing 1.5%

of the Equity Value, payable in two tranches as set forth in Sections 3.2 and 3.3 below. The parties acknowledge that Optionee is subject

to applicable Nasdaq rules limiting the issuance of Common Shares without shareholder approval to 19.99% of its outstanding shares (the

“Exchange Cap”). Accordingly, the Option Fee is structured to comply with the Exchange Cap: Tranche 1 is issued as Common

Shares within the Exchange Cap; Tranche 2 and all subsequent payments under this Agreement are made in Preferred Shares subject to Shareholder

Approval.

3.2. Option Fee — Tranche 1 (Common Shares).

Promptly following the Effective Date, and in any

event within ten (10) Business Days thereof, Optionee shall issue to Grantor a number of Common Shares (the “Tranche 1 Shares”)

equal to 19.99% of SADOT Group Inc.’s total issued and outstanding Common Shares as of the fifth (5th) Business Day preceding the

issuance date (the “Tranche 1 Measurement Date”). The Tranche 1 Shares shall be priced at the 5-Day VWAP as of the Tranche

1 Measurement Date (the “Tranche 1 Price”), and the aggregate value attributed to the Tranche 1 Shares (being the number of

Tranche 1 Shares multiplied by the Tranche 1 Price) shall be applied as partial payment of the Option Fee. Optionee shall deliver to Grantor

a written statement setting forth the share count, Tranche 1 Price, and resulting aggregate Tranche 1 value at the time of issuance. Tranche

1 shall be issued as a direct issuance of Common Shares and does not require Shareholder Approval.

3.3. Option Fee — Tranche 2 (Preferred Shares; Shareholder Approval).

The remaining balance of the Option Fee after deducting

the Tranche 1 value (the “Tranche 2 Amount”, being $1,042,500 less the aggregate value of Tranche 1 Shares) shall be paid

to Grantor in Preferred Shares (the “Tranche 2 Shares”), convertible into Common Shares at the Conversion Price. Issuance

of the Tranche 2 Shares is expressly contingent upon receipt of Shareholder Approval. Optionee shall use its best efforts to seek and

obtain Shareholder Approval at the next annual or special meeting of shareholders following the Effective Date. The number of Tranche

2 Shares to be issued shall be calculated by dividing the Tranche 2 Amount by the Conversion Price as of the fifth (5th) Business Day

preceding the date of issuance of the Tranche 2 Shares. If Shareholder Approval is not obtained, Optionee and Grantor shall negotiate

in good faith an alternative structure for the payment of the Tranche 2 Amount that complies with applicable exchange rules and securities

laws.

3.5. Nature of Preferred Shares.

3.4. Non-Refundability; Credit Against Exercise Price.

The Option Fee (comprising both Tranche 1 Shares and,

upon receipt of Shareholder Approval, Tranche 2 Shares) is non-refundable in all circumstances, including if Optionee elects not to exercise

the Option or if the Option expires unexercised. If Optionee exercises the Option, the aggregate Option Fee (Tranche 1 value plus Tranche

2 Amount) shall be credited in full against the Exercise Price, such that the net balance of the Exercise Price payable at Closing in

Preferred Shares shall be $68,457,500 (or such adjusted amount reflecting the actual Tranche 1 and Tranche 2 values paid prior to Closing).

All Preferred Shares issued pursuant to this Agreement

shall: (a) rank pari passu with SADOT common shares in all economic and liquidation respects; (b) carry no coupon, dividend, or interest;

(c) be convertible into SADOT Common Shares at the holder’s election at any time following receipt of Shareholder Approval, at the

Conversion Price (5-Day VWAP) applicable as of the date of delivery of a conversion notice; (d) carry no voting rights prior to conversion,

unless required by applicable law; and (e) be non-convertible until Shareholder Approval has been duly obtained and confirmed in writing

by Optionee to Grantor.

SECTION 4 — EXERCISE OF OPTION

4.1. Exercise Notice.

Optionee may exercise the Option at any time during

the Option Period by delivering a written Exercise Notice to Grantor. The Exercise Notice shall specify: (a) Optionee’s election

to exercise the Option with respect to all of the Portfolio Properties and all LLC Interests (exercise is all-or-nothing and may not be

made with respect to fewer than all Portfolio Properties); (b) Optionee’s proposed Closing Date, which shall be no fewer than thirty

(30) and no more than sixty (60) days following delivery of the Exercise Notice; and (c) any additional terms or conditions Optionee proposes

for the Closing.

4.2. All-or-Nothing Exercise.

The Option may only be exercised with respect to all

seven (7) Portfolio Properties and all LLC Interests simultaneously. Optionee may not exercise the Option with respect to fewer than all

Portfolio Properties.

4.3. Closing.

The closing of the acquisition of the LLC Interests

(the “Closing”) shall occur on the date agreed by the parties following delivery of a valid Exercise Notice (the “Closing

Date”), at such time and location (or by remote exchange of documents) as the parties may agree. At Closing:

(a) Grantor shall execute and deliver

to Optionee membership interest assignment agreements for each Property LLC, transferring 100% of the LLC Interests to Optionee (or its

designated affiliate);

(b) Optionee shall issue and deliver

to Grantor Preferred Shares with an aggregate value equal to the Exercise Price less the Option Fee, being $68,457,500, calculated using

the Conversion Price as of the fifth (5th) Business Day preceding the Closing Date;

Preferred Shares constituting the first month’s Management Fee ($100,000) to Grantor;

(d) Grantor shall deliver to Optionee

copies of all organizational documents, operating agreements, financial records, loan documents, construction contracts, permits, plans,

and other material documents relating to each Property LLC and Portfolio Property;

(e) The parties shall execute such

additional agreements, instruments, and documents as may be reasonably necessary to consummate the transactions contemplated hereby.

4.4. Conditions to Closing.

The obligation of each party to consummate the Closing

is subject to: (a) no material adverse change having occurred with respect to any Portfolio Property or any Existing Loan since the Effective

Date; (b) Grantor’s representations and warranties being true and correct in all material respects as of the Closing Date; (c) no

lender under any Existing Loan having declared a default or threatened acceleration as of the Closing Date; and (d) receipt of any required

third-party consents, if any.

SECTION 5 — EXERCISE PRICE

5.1. Exercise Price.

The total consideration payable by Optionee for the

LLC Interests is Sixty-Nine Million Five Hundred Thousand United States Dollars ($69,500,000) (the “Exercise Price”), representing

the agreed Equity Value of the Portfolio Properties.

5.2. Payment in Preferred Shares.

The Exercise Price shall be paid entirely in Preferred

Shares, subject to Shareholder Approval. The number of Preferred Shares to be issued at Closing shall be calculated by dividing the net

balance of $68,457,500 (i.e., the Exercise Price of $69,500,000 less the Option Fee of $1,042,500 previously credited) by the Conversion

Price calculated as of the fifth (5th) Business Day preceding the Closing Date. The Preferred Shares shall be convertible into Common

Shares at the Conversion Price (5-Day VWAP) at Grantor’s election at any time following Shareholder Approval. Optionee shall use

its best efforts to obtain Shareholder Approval at or prior to Closing, and in any event no later than sixty (60) days following the Closing

Date. Closing shall not be delayed solely on account of Shareholder Approval not yet having been obtained, but the Preferred Shares issued

at Closing shall be non-convertible until Shareholder Approval is received.

5.3. Existing Loans; No Cash Payment.

For the avoidance of doubt, the Exercise Price reflects

only the Equity Value of the Portfolio Properties and does not include, and Optionee shall not be required to pay, repay, or assume, the

Existing Loans in connection with the Closing. The Existing Loans shall remain in place following Closing, with each Property LLC continuing

as borrower and Grantor continuing as guarantor or obligor, and Optionee shall have no liability with respect to the Existing Loans except

as may arise from its ownership of the LLC Interests.

5.4. Agreed Value.

The parties acknowledge that the Equity Value of $69,500,000

has been determined by mutual agreement based on the parties’ review of appraisals, projected sellout values, construction budgets,

market analyses, and other due diligence materials provided by Grantor, as summarized in Exhibits A through G. Neither party shall have

any right to adjust or dispute the Equity Value following the Effective Date.

SECTION 6 — POST-EXERCISE MANAGEMENT ARRANGEMENT

6.1. Appointment as Manager.

Upon and following the Closing, Grantor (Anat Attia)

shall continue to serve as the manager of each Property LLC and shall be responsible for the day-to-day management, development, construction

oversight, leasing, and operation of each Portfolio Property until such Portfolio Property achieves Full Completion. Grantor shall exercise

her management duties in a commercially reasonable manner consistent with the standards of a professional real estate developer and in

accordance with applicable law.

6.2. Management Fee.

As compensation for Grantor’s management services

following the Closing, Optionee shall pay Grantor a Management Fee of One Hundred Thousand United States Dollars ($100,000) per month.

The Management Fee shall:

(a) Commence on the Closing Date and

accrue on a calendar-month basis;

(b) Be paid in Preferred Shares, issued

monthly within five (5) Business Days of the last Business Day of each calendar month, subject to Shareholder Approval. Such Preferred

Shares shall be convertible into Common Shares at the Conversion Price upon receipt of Shareholder Approval. Optionee shall use its best

efforts to obtain Shareholder Approval as soon as practicable following the Closing Date;

the Conversion Price as of the fifth (5th) Business Day preceding the applicable monthly issuance date;

(d) Continue on a per-project basis

— i.e., the $100,000/month fee shall apply in full until the last Portfolio Property achieves Full Completion, and shall not be

prorated or reduced as individual Portfolio Properties achieve Full Completion unless the parties otherwise agree in writing;

(e) Cease entirely upon Full Completion

of the last remaining Portfolio Property.

6.3. Management Agreement.

At or prior to Closing, the parties shall negotiate

and execute a separate Management Agreement, consistent with the terms of Section 6.2, setting forth in greater detail the scope of Grantor’s

management duties, reporting obligations, decision-making authority, budget approval procedures, and any other operational matters as

may be agreed by the parties. In the event of any conflict between this Agreement and the Management Agreement, the Management Agreement

shall control with respect to operational and management matters.

6.4. Expenses.

All reasonable out-of-pocket expenses incurred by

Grantor in her capacity as manager of the Property LLCs following Closing shall be borne by the respective Property LLCs from project

revenues or from the Existing Loans, in accordance with normal project accounting practices. The Management Fee is intended to compensate

Grantor for her time and expertise, and does not constitute reimbursement for project-level expenses.

6.5. Termination of Management Role.

Optionee may remove Grantor as manager of any or all

Property LLCs only for cause, which shall mean: (a) Grantor’s material breach of this Agreement or the Management Agreement that

remains uncured for thirty (30) days after written notice; (b) Grantor’s conviction of a felony; or (c) Grantor’s gross negligence

or willful misconduct in the performance of her management duties. In the event of Grantor’s removal for cause, the Management Fee

shall cease as to the affected Property LLC(s) from the date of removal.

SECTION 7 — REPRESENTATIONS AND WARRANTIES

7.1 Grantor’s Representations and Warranties

Grantor represents and warrants to Optionee as of

the Effective Date and as of the Closing Date as follows:

(a) Organization. Each Property LLC

is duly organized, validly existing, and in good standing under the laws of the State of California. Grantor is the sole member and manager

of each Property LLC.

(b) Authority. Grantor has full legal

capacity and authority to enter into this Agreement and to perform all obligations hereunder, including the transfer of LLC Interests

upon exercise of the Option. This Agreement constitutes the legal, valid, and binding obligation of Grantor, enforceable in accordance

with its terms.

owns 100% of the LLC Interests in each Property LLC, free and clear of any liens, pledges, encumbrances, security interests, or adverse

claims of any kind, other than any restrictions set forth in each LLC’s operating agreement or arising under applicable law.

(d) Portfolio Properties. Each Property

LLC owns or controls the Portfolio Property described in the corresponding Exhibit, subject to the Existing Loans. There are no other

material liens, encumbrances, or title defects affecting the Portfolio Properties other than the Existing Loans and matters of record

disclosed to Optionee.

(e) Existing Loans in Good Standing.

As of the Effective Date, the Existing Loans are in good standing and no event of default has occurred and is continuing, nor to Grantor’s

knowledge is any event of default threatened by any lender.

(f) No Consents Required. To Grantor’s

knowledge, no consent of any lender under the Existing Loans is required in connection with the transfer of LLC Interests contemplated

by this Agreement. Grantor makes no warranty that such transfers will not trigger due-on-sale clauses or other provisions of the Existing

Loan documents, and Optionee accepts such risk.

(g) No Litigation. There is no pending

or, to Grantor’s knowledge, threatened litigation, arbitration, or governmental proceeding affecting any Portfolio Property or Property

LLC that would materially and adversely affect the transactions contemplated hereby.

(h) Construction and Permits. All

construction on the Portfolio Properties that is under construction is being conducted in accordance with applicable permits and in material

compliance with applicable law.

7.2 Optionee’s Representations and Warranties

Optionee represents and warrants to Grantor as of

the Effective Date and as of the Closing Date as follows:

(a) Organization. Optionee is a corporation

duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation.

(b) Authority. Optionee has full corporate

power and authority to enter into this Agreement and to perform all obligations hereunder. This Agreement has been duly authorized by

all necessary corporate action and constitutes the legal, valid, and binding obligation of Optionee, enforceable in accordance with its

terms.

Shares to be issued pursuant to this Agreement, when issued, will be duly authorized, validly issued, and free of any pre-emptive rights.

Optionee shall take all corporate actions necessary, including seeking and obtaining Shareholder Approval, to authorize the issuance and

conversion of such shares in the amounts and on the terms required hereunder. Optionee represents that it has no knowledge of any reason

why Shareholder Approval would not be obtainable in the ordinary course.

(d) Securities Compliance. The issuance

of Preferred Shares hereunder, and the conversion thereof into Common Shares, shall be made in compliance with applicable securities laws

and Nasdaq rules. Optionee shall use its best efforts to obtain Shareholder Approval at the next annual or special meeting of shareholders

following the Effective Date (and in any event within 60 days following Closing), and shall include the required shareholder proposal

in its next proxy statement. Optionee shall use commercially reasonable efforts to ensure that the Preferred Shares and underlying Common

Shares are or become registered, tradeable, or otherwise freely transferable to the extent permitted by applicable law.

(e) SADOT Stock Exchange Listing.

As of the Effective Date, SADOT Group Inc.’s common shares are listed for trading on the Nasdaq Capital Market under ticker symbol

“SDOT”. Optionee shall use commercially reasonable efforts to maintain such listing throughout the Option Period and following

Closing.

SECTION 8 — GENERAL PROVISIONS

8.1. Governing Law.

This Agreement shall be governed by and construed

in accordance with the laws of the State of California, without regard to its conflict of laws principles.

8.2. Dispute Resolution.

Any dispute, claim, or controversy arising out of

or relating to this Agreement, or the breach, termination, or validity thereof, shall be submitted to binding arbitration administered

by JAMS in Los Angeles, California, in accordance with its Commercial Arbitration Rules. The decision of the arbitrator shall be final

and binding and may be entered as a judgment in any court of competent jurisdiction. The prevailing party shall be entitled to recover

its reasonable attorneys’ fees and costs.

8.3. Entire Agreement.

This Agreement, together with all Schedules and Exhibits

hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous

negotiations, representations, warranties, agreements, and understandings of the parties with respect thereto.

8.4. Amendments.

This Agreement may not be amended, modified, or supplemented

except by a written instrument signed by both parties.

8.5. Notices.

All notices, requests, demands, and other communications

required or permitted hereunder shall be in writing and shall be deemed duly given when delivered personally, sent by overnight courier,

or sent by email with confirmation of receipt, to the parties at the addresses set forth below or as may be updated by written notice:

(Grantor:) Anat Attia, 1061½

N Spaulding Avenue, West Hollywood, CA 90046

(Optionee:) SADOT Group Inc., 295

E. Renfro Street, Suite 300, Burleson, TX 76028. Attn: Haggai Ravid, Chief Executive Officer

8.6. Assignment.

Optionee may not assign its rights under this Agreement

without the prior written consent of Grantor, except to a wholly-owned subsidiary of Optionee, in which case Optionee shall remain liable

for the performance of all obligations hereunder. Grantor may not assign any of her obligations under this Agreement without the prior

written consent of Optionee.

8.7. Counterparts; Electronic Signatures.

This Agreement may be executed in one or more counterparts,

each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures

shall be deemed valid and binding for all purposes.

8.8. Severability.

If any provision of this Agreement is found to be

invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining

provisions of this Agreement shall remain in full force and effect.

8.9. No Waiver.

No failure or delay by either party in exercising

any right or remedy shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any subsequent breach.

8.10. Further Assurances.

Each party shall, at its own cost and expense, execute

and deliver such additional documents, instruments, and agreements, and shall take such further actions, as may be reasonably required

to carry out the purposes and intent of this Agreement and to consummate the transactions contemplated hereby.

8.11. Relationship of Parties.

Nothing in this Agreement shall be construed as creating

a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Each party is an independent party acting

for its own account.

8.12. No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties

hereto and their respective successors and permitted assigns, and nothing herein shall create or be deemed to create any rights in any

third party.

SCHEDULE 1 — PORTFOLIO PROPERTIES

The following table sets forth the Portfolio Properties

subject to this Agreement. Each Property is described in greater detail in the corresponding Exhibit attached hereto.

Ex.

Property Address

Vesting LLC

APN(s)

Units

Existing Loan

Value

1236 N Fairfax Ave, West Hollywood, CA 90046

1236 Fairfax Apartments LLC

5530-001-051

$ 6,000,000

$ 10,000,000

2820–2824 Avenel St, Silver Lake, LA, CA 90039

2820 Avenel LLC

5434-028-049 to -053

$ 6,500,000

$ 11,500,000

109–115 Catamaran St, Marina del Rey, CA 90292

GS West Coast Investments LLC

4225-004-080

$ 4,000,000

$ 12,000,000

2649–2653 Waverly Dr, Silver Lake, LA, CA 90039

2649 Waverly Dr LLC

5438-022-013

$ 7,000,000

$ 14,000,000

1221–1227 N Virgil Ave, Los Angeles, CA 90029

1221-1227 N Virgil LLC

5542-021-028&-029

$ 10,000,000

$ 22,000,000

1134 N Westmoreland Ave, Los Angeles, CA 90029

Stanley Hills LLC

5542-026-010

$ 2,500,000

$ 24,000,000

2919–2923 Waverly Dr, Silver Lake, LA, CA 90039

Anat Attia / Silverlight Ventures LLC

5434-025-014&-015

$ 20,000,000

$ 32,000,000

TOTAL

147

$ 56,000,000

$ 125,500,000

* Loan figures represent the full facility commitment

amount; actual drawn balances may be lower as of the Effective Date. All Existing Loans remain in place following any transfer of LLC

Interests.

* The Equity Value of $69,500,000 represents the agreed

difference between the Total Portfolio Value and aggregate Existing Loans as defined herein.

EXHIBITS A THROUGH G — PROPERTY DESCRIPTIONS

Exhibits A through G (the individual one-page property

descriptions for each of the seven Portfolio Properties) are attached hereto and incorporated herein by reference. The Exhibits contain

property-specific details including APN(s), vesting LLC, unit mix, construction status, existing financing, appraised or projected value,

and project website. In the event of any conflict between an Exhibit and the body of this Agreement, the body of this Agreement shall

control.

Exhibit

Address

Property

Name

Units

Loan

Value

Status

1236

N Fairfax Ave, West Hollywood

The

Fairfax

6.0

10.0

Complete

2820–2824

Avenel St, Silver Lake

Selene

Silver Lake

6.5

11.5

Under

Const.

109–115

Catamaran St, Marina del Rey

The

Catamaran

4.0

12.0

Under

Const.

2649–2653

Waverly Dr, Silver Lake

Waverly

Crest

7.0

14.0

Under

Const.

1221–1227

N Virgil Ave, Los Angeles

1221 Virgil

10.0

22.0

Under

Const.

1134

N Westmoreland Ave, Los Angeles

Westmoreland

2.5

24.0

Entitled

2919–2923

Waverly Dr, Silver Lake

Atria

Silver Lake

20.0

32.0

Complete

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have executed this

Written Option Agreement as of the date first written above.

GRANTOR

Signature: s// Anat Attia

Anat Attia, individually and as Sole Member of:

- 1236 Fairfax Apartments LLC

- 2820 Avenel LLC

- GS West Coast Investments LLC

- 2649 Waverly Dr LLC

- 1221-1227 N Virgil LLC

- Stanley Hills LLC

- Silverlight Ventures LLC

Date: _____________________________

OPTIONEE

Signature: /s/Haggai Ravid

SADOT Group Inc.

a Nevada corporation

295 E. Renfro Street, Suite 300

Burleson, TX 76028

Name: Haggai Ravid

Title: Chief Executive Officer

Name: Haggai Ravid

Title: Chief Executive Officer

Date: _____________________________

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: e7717_ex10-2.htm · Sequence: 3

EXHIBIT 10.2

AMENDMENT NO. 1 TO

WRITTEN OPTION AGREEMENT

FOR THE ACQUISITION OF A REAL ESTATE PORTFOLIO

Between

ANAT ATTIA

Individually and as Sole Member of Each Property

LLC

(“Grantor”)

and

SADOT GROUP INC.

a Nevada corporation

(“Optionee”)

Dated: June 10, 2026

THIS AMENDMENT NO. 1 TO WRITTEN OPTION AGREEMENT (this

“Amendment”) is entered into as of June 10, 2026 (the “Amendment Date”), by and between ANAT

ATTIA, individually and as sole member of each of the Property LLCs identified in the Agreement (as defined below) (“Grantor”),

and SADOT GROUP INC., a Nevada corporation listed on the Nasdaq Capital Market under ticker symbol “SDOT” (“Optionee”).

RECITALS

WHEREAS, Grantor and Optionee entered into

that certain Written Option Agreement for the Acquisition of a Real Estate Portfolio (the “Agreement”), bearing the

date of June 10, 2026, covering a portfolio of seven (7) California real estate projects comprising in aggregate 147 residential units,

as more particularly described therein;

WHEREAS, the parties acknowledge and confirm

that although the Agreement bears the date of June 10, 2026, it was in fact executed by both parties on June 4, 2026, and that the date

of “June 10, 2026” appearing on the face of the Agreement was the result of an administrative error; the parties hereby confirm

that the actual execution date of the Agreement is June 4, 2026, and that all references in the Agreement to “Effective Date”

shall be construed accordingly as June 4, 2026, notwithstanding the date appearing in the Agreement’s caption;

WHEREAS, the parties desire to amend the Agreement

to (i) revise the consideration payable as the Option Fee to provide that the Option Fee Tranche 1 shall be paid in shares of Common Stock

of Optionee representing approximately nineteen percent (19%) of the issued and outstanding Common Stock of Optionee as of the issuance

date (priced at a VWAP of $7.85 per share), (ii) replace all references to “Preferred Shares” that are “convertible

into Common Shares” in the definitions of Option Fee Tranche 2, Exercise Price, Exercise Price consideration, and Management Fee

consideration with Series C Preferred Stock that is expressly non-convertible into Common Stock, consistent with the Certificate of Designation

of Series C Preferred Stock adopted by the Board of Directors of Optionee on June 10, 2026 (the “Series C COD”); and

(iii) make certain conforming changes throughout the Agreement as set forth herein;

NOW, THEREFORE, in consideration of the mutual

covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties agree as follows:

AGREEMENT

1. Defined

Terms. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

2. Acknowledgment

of Actual Execution Date; Administrative Error. The parties hereby acknowledge and agree that the Agreement was fully executed by

both parties on June 4, 2026, notwithstanding that the Agreement bears the date of “June 10, 2026” on its face. The appearance

of June 10, 2026 as the stated date on the Agreement was solely the result of an administrative error and does not reflect the actual

date of execution. For all purposes under the Agreement (including, without limitation, the commencement and expiration of the Option

Period, the Effective Date, and any time periods measured from the Effective Date), the Effective Date shall be deemed to be June 4, 2026.

This Amendment is dated June 10, 2026, the date on which the parties have formalized this clarification and the other amendments set forth

herein.

3. Amendment

to Definition of “Preferred Shares”. The definition of “Preferred Shares” in Section 1 of the Agreement is

hereby deleted in its entirety and replaced with the following:

“Preferred Shares” means shares

of Series C Preferred Stock of Sadot Group Inc., par value $0.0001 per share, as designated pursuant to the Certificate of Designation

of Series C Preferred Stock filed with the Nevada Secretary of State on or about June 10, 2026, which Series C Preferred Stock: (i) ranks

pari passu with the Common Stock of Optionee in all economic and liquidation respects on an as-stated-value basis; (ii) carries

no coupon, dividend, or interest; (iii) carries no conversion right into Common Stock of Optionee under any circumstances and is expressly

non-convertible; (iv) carries no voting rights except as required by applicable law; and (v) has a stated value per share as set forth

in the Series C COD. For the avoidance of doubt, the Preferred Shares issued pursuant to this Agreement (as amended hereby) shall at no

time be convertible into Common Stock of Optionee and no shareholder approval shall be required in connection with any conversion of such

shares (as no conversion right exists).

4. Amendment

to Definition of “Conversion Price.” The definition of “Conversion Price” in Section 1 of the Agreement is

hereby deleted in its entirety. All references to “Conversion Price” in the Agreement are hereby deleted and replaced with

“Stated Value per share of Series C Preferred Stock” as set forth in the Series C COD, with the number of Preferred Shares

to be issued in any transaction under the Agreement calculated by dividing the applicable dollar amount by such Stated Value.

5. Amendment

to Definition of “Shareholder Approval”; Deletion of Conversion-Related Approval Requirement. The definition of “Shareholder

Approval” in Section 1 of the Agreement is hereby amended by deleting all references to approval for the “conversion of Preferred

Shares into Common Shares” or any related conversion approval requirement. Because the Series C Preferred Stock is non-convertible,

no shareholder approval shall be required in connection with any conversion of Preferred Shares. To the extent any provision of the Agreement

conditions the issuance or rights of Preferred Shares upon Shareholder Approval for conversion purposes, such condition is hereby deleted

and of no further force or effect. For the avoidance of doubt, Shareholder Approval shall remain relevant solely to the extent required

by Nasdaq Listing Rule 5635 or other applicable exchange rules for the issuance of Preferred Shares or Common Shares in excess of applicable

exchange caps.

6. Amendment

to Option Fee — Tranche 1 (Common Shares; VWAP Pricing). Section 3.2 of the Agreement is hereby amended as follows:

(a) The

Tranche 1 Shares shall continue to consist of shares of Common Stock of Optionee, representing approximately nineteen percent (19%) of

Optionee’s total issued and outstanding shares of Common Stock as of the Tranche 1 Measurement Date. The Tranche 1 Measurement Date

total issued and outstanding Common Shares as of June 4, 2026 (the “Tranche 1 Measurement Date”). The parties acknowledge

and confirm that for purposes of calculating the number of Tranche 1 Shares, the applicable volume-weighted average price (“VWAP”)

shall be $7.85 per share, being the agreed VWAP of SADOT Group Inc. Common Stock for the five (5) consecutive trading days immediately

preceding the issuance date of the Tranche 1 Shares. Accordingly, the number of Tranche 1 Shares to be issued to Grantor shall be 132,803

shares of Common Stock (based on 19% of issued and outstanding Common Stock at the Tranche 1 Measurement Date), priced at $7.85 per share.

Optionee shall deliver to Grantor a written statement at the time of issuance confirming: (i) the total issued and outstanding shares

of Common Stock as of the Tranche 1 Measurement Date; (ii) the number of Tranche 1 Shares (being approximately 19% thereof); (iii) the

VWAP of $7.85 per share; and (iv) the aggregate dollar value of the Tranche 1 Shares.

(b) The

Tranche 1 Shares shall be issued as a direct issuance of Common Stock and do not require Shareholder Approval, consistent with Nasdaq

Listing Rule 5635(a) and the 19.99% Exchange Cap.

7. Amendment

to Option Fee — Tranche 2 (Series C Preferred Stock; Non-Convertible). Section 3.3 of the Agreement is hereby amended to replace

all references to “Preferred Shares convertible into Common Shares at the Conversion Price” with “shares of Series C

Preferred Stock, which are expressly non-convertible into Common Stock.” The Tranche 2 Shares shall be issued as Series C Preferred

Stock having a stated value per share as set forth in the Series C COD, and the number of Tranche 2 Shares shall be calculated by dividing

the Tranche 2 Amount by the Stated Value per share of Series C Preferred Stock. All references in Section 3.3 to conversion rights, Shareholder

Approval for conversion, or the Conversion Price are hereby deleted. To the extent Shareholder Approval may be required under applicable

Nasdaq rules for the issuance of the Tranche 2 Shares, Optionee shall use its best efforts to obtain such approval; however, no conversion

rights shall attach to the Tranche 2 Shares under any circumstances.

8. Amendment

to Section 3.5 — Nature of Preferred Shares. Section 3.5 of the Agreement is hereby deleted in its entirety and replaced with

the following:

“3.5. Nature of Series C Preferred

Stock. All shares of Series C Preferred Stock issued pursuant to this Agreement (as amended) shall: (a) constitute “Preferred

Shares” as defined herein (as amended); (b) rank pari passu with Optionee’s Common Stock in all economic and liquidation

respects on an as-stated-value basis; (c) carry no coupon, dividend, or interest; (d) carry no right to convert into Common Stock of

Optionee under any circumstances whatsoever; (e) carry no voting rights prior to any applicable conversion (which shall not occur);

and (f) have such other rights, preferences, and limitations as are set forth in the Series C COD, which is incorporated herein by reference.”

9. Amendment

to Section 5 — Exercise Price. All references in Section 5 of the Agreement to Preferred Shares being “convertible into

Common Shares at the Conversion Price” or to Shareholder Approval for conversion are hereby deleted. The Exercise Price shall continue

to be paid in Series C Preferred Stock as described herein; provided, however, that such Series C Preferred Stock shall be expressly non-convertible

into Common Stock. Section 5.2 of the Agreement is hereby amended by deleting the sentence “The Preferred Shares shall be convertible

into Common Shares at the Conversion Price (5-Day VWAP) at Grantor’s election at any time following Shareholder Approval”

and all references to Shareholder Approval for conversion in Section 5.2, and replacing such deleted text with the following: “The

Series C Preferred Stock issued as the Exercise Price shall be expressly non-convertible into Common Stock at any time, consistent with

the terms of the Series C COD.”

10. Amendment

to Section 6.2 — Management Fee. Section 6.2(b) of the Agreement is hereby amended by deleting the clause “Such Preferred

Shares shall be convertible into Common Shares at the Conversion Price upon receipt of Shareholder Approval” and replacing it with:

“Such Series C Preferred Stock shall be expressly non-convertible into Common Stock under any circumstances.” All other references

in Section 6 to conversion rights applicable to Preferred Shares issued as the Management Fee are hereby deleted.

11. Amendment

to Section 7.2(c) — Optionee Representation Regarding Preferred Shares. Section 7.2(c) of the Agreement is hereby amended by

deleting all references to conversion of Preferred Shares into Common Shares and Shareholder Approval for conversion, and replacing such

language with: “Optionee represents that the Series C Preferred Stock to be issued pursuant to this Agreement, when issued, will

be duly authorized, validly issued, and free of any pre-emptive rights. Optionee shall take all corporate actions necessary to authorize

the issuance of such Series C Preferred Stock in the amounts and on the terms required hereunder. The Series C Preferred Stock shall be

non-convertible into Common Stock, and no conversion rights, conversion authorization, or Shareholder Approval for conversion shall be

required.”

12. Conforming

Changes. To the extent any provision of the Agreement (including any defined term, section, Schedule, or Exhibit) contains a reference

to: (a) Preferred Shares being convertible into Common Stock or Common Shares; (b) a Conversion Price or 5-Day VWAP as a conversion mechanism;

(c) Shareholder Approval for the purpose of authorizing or effecting the conversion of Preferred Shares into Common Stock; or (d) any

right of the holder of Preferred Shares to elect conversion into Common Stock, each such reference is hereby deemed deleted and superseded

by the terms of this Amendment, and the Series C Preferred Stock issued under this Agreement shall in all cases be treated as expressly

non-convertible. The foregoing shall not affect the VWAP pricing mechanism used solely for the purpose of determining the number of Common

Shares to be issued as the Tranche 1 Option Fee.

13. Cash-in-Lieu Election.

13.1 Optionee’s Right to Substitute Cash.

Notwithstanding any other provision of the Agreement (as amended by this Amendment), Optionee shall have the right, exercisable at

its sole discretion, to satisfy all or any portion of any payment obligation under the Agreement that would otherwise be satisfied by

the issuance of Series C Preferred Stock — including, without limitation, the Option Fee Tranche 2, the Exercise Price (net of the

Option Fee credit), and any monthly Management Fee installment — by paying to Grantor an amount in immediately available United

States Dollars (each, a “Cash Election Payment”) equal to the dollar value of the Preferred Shares that would otherwise have

been issued in respect of such obligation. For the avoidance of doubt, the right of cash substitution set forth in this Section 13 is

Optionee’s right alone; Grantor shall have no right to demand or compel a Cash Election Payment in lieu of receiving Series C Preferred

Stock.

13.2 Determination of Cash Election Amount.

The dollar amount of any Cash Election Payment shall equal the product of (a) the number of shares of Series C Preferred Stock that would

otherwise have been issued in respect of the applicable payment obligation, multiplied by (b) the Stated Value per share of Series C Preferred

Stock as set forth in the Series C COD in effect as of the date of the applicable payment. No premium, discount, or other adjustment shall

be applied to the Cash Election Amount, it being the intent of the parties that a Cash Election Payment shall be economically equivalent

to the issuance of the corresponding number of Series C Preferred Stock shares at Stated Value.

13.3 Manner and Timing of Election; Notice.

To exercise the cash-in-lieu right under this Section 13 with respect to any payment obligation, Optionee shall deliver written notice

to Grantor (a “Cash Election Notice”) no fewer than five (5) Business Days prior to the date on which the applicable payment

obligation is due under the Agreement. Each Cash Election Notice shall specify: (a) the payment obligation to which the election applies

(e.g., Option Fee Tranche 2, Exercise Price balance, or the applicable monthly Management Fee installment); (b) whether the election applies

to the full amount or only a specified portion of such obligation; (c) the applicable Cash Election Amount as calculated pursuant to Section

13.2; and (d) the wire transfer or other payment instructions for Grantor. Payment of the Cash Election Amount shall be made within five

(5) Business Days of delivery of the Cash Election Notice, unless the parties agree otherwise in writing.

13.4 Partial Cash Elections. Optionee may elect

to satisfy any payment obligation in part with cash and in part with Series C Preferred Stock. In the event of a partial cash election:

(a) the Cash Election Notice shall specify the dollar amount to be paid in cash and the remaining balance to be paid in Series C Preferred

Stock; (b) the number of Series C Preferred Stock shares to be issued for the non-cash portion shall be calculated by dividing the remaining

balance by the Stated Value per share; and (c) the cash portion shall be paid within the time period set forth in Section 13.3, and the

share issuance for the non-cash portion shall occur concurrently or within five (5) Business Days thereafter.

13.5 Effect of Cash Election Payment; Non-Refundability.

Upon Optionee’s timely payment of a Cash Election Amount in accordance with this Section 13: (a) Optionee’s obligation to

issue the corresponding number of Series C Preferred Stock shares in respect of the applicable payment obligation shall be fully discharged

and of no further force or effect; (b) such Cash Election Payment shall be credited against the Exercise Price in the same manner and

to the same extent as a Preferred Share issuance would have been credited pursuant to Section 3.4 of the Agreement; and (c) all Cash Election

Payments made prior to or at Closing shall be non-refundable in all circumstances, consistent with the non-refundability of the Option

Fee set forth in Section 3.4 of the Agreement.

13.6 Board Approval; Debt Covenant Compliance.

Optionee’s exercise of the cash-in-lieu right under this Section 13 shall be subject to: (a) any required approval of Optionee’s

Board of Directors or a duly authorized committee thereof; and (b) compliance with any restrictions on cash payments or distributions

contained in any debt instrument, credit agreement, debenture, or other financing arrangement to which Optionee is a party as of the date

of the applicable Cash Election Payment, including, without limitation, any negative covenants restricting the payment of cash consideration

to third parties (the “Debt Covenants”). If a Cash Election Payment would, at the time Optionee desires to make it, violate

any Debt Covenant or require any consent, waiver, or approval from any lender or noteholder that has not been obtained, Optionee shall

promptly notify Grantor in writing (a “Covenant Restriction Notice”), and the applicable payment obligation shall, pending

resolution, be satisfied by the issuance of Series C Preferred Stock in accordance with the Agreement as if no Cash Election Notice had

been delivered. Optionee shall use commercially reasonable efforts to obtain any required lender consents or waivers promptly following

the delivery of a Covenant Restriction Notice. The temporary deferral of a Cash Election Payment pursuant to this Section 13.6 shall not

constitute a breach of the Agreement by Optionee.

13.7 No Obligation to Elect Cash. For the avoidance

of doubt, nothing in this Section 13 shall obligate Optionee to make any Cash Election Payment with respect to any payment obligation

under the Agreement. In the absence of a timely Cash Election Notice, each applicable payment obligation shall be satisfied by the issuance

of Series C Preferred Stock in accordance with the terms of the Agreement (as amended), and no default or breach shall arise solely by

reason of Optionee’s election not to pay cash.

13.8 No Securities Laws Considerations; Tax Treatment.

The parties acknowledge that a Cash Election Payment, being a payment of cash in lieu of the issuance of equity securities, does not involve

the issuance of any securities and is therefore not subject to Nasdaq shareholder approval requirements, securities registration requirements,

or exchange cap limitations. Optionee makes no representation to Grantor with respect to the tax treatment to Grantor of any Cash Election

Payment, and Grantor is solely responsible for the tax consequences of receiving cash in lieu of Series C Preferred Stock. Grantor shall

provide to Optionee such IRS forms or other tax documentation as Optionee may reasonably request in connection with any Cash Election

Payment.

14. Ratification.

Except as expressly modified by this Amendment, all terms and conditions of the Agreement shall remain in full force and effect and are

hereby ratified and confirmed. In the event of any conflict between this Amendment and the Agreement, the terms of this Amendment shall

control.

15. Entire

Agreement; Counterparts. This Amendment, together with the Agreement and all Schedules and Exhibits thereto, constitutes the entire

agreement of the parties with respect to the subject matter hereof. This Amendment may be executed in one or more counterparts, each of

which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall

be deemed valid and binding for all purposes.

16. Governing

Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California, without regard to its

conflict of laws principles, consistent with Section 8.1 of the Agreement.

SIGNATURE PAGE

[SIGNATURE PAGE TO AMENDMENT NO. 1 TO WRITTEN OPTION

AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this

Amendment No. 1 to Written Option Agreement as of the date first written above.

GRANTOR:

Signature: /s/ Anat Attia _______________________________

Anat Attia, individually and as Sole Member of:

- 1236 Fairfax Apartments LLC

- 2820 Avenel LLC

- GS West Coast Investments LLC

- 2649 Waverly Dr LLC

- 1221-1227 N Virgil LLC

- Stanley Hills LLC

- Silverlight Ventures LLC

OPTIONEE:

SADOT GROUP INC.,

a Nevada corporation

Signature: /s/ Haggai Ravid

Name: Haggai Ravid

Title: Chief Executive Officer

295 E. Renfro Street, Suite 300

Burleson, TX 76028

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