Form 8-K

8-K — Sadot Group Inc.

Accession: 0001731122-26-001123

Filed: 2026-08-21

Period: 2026-08-21

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 — e7883_8-k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (e7883_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (e7883_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (e7883_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (e7883_ex10-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: e7883_8-k.htm · Sequence: 1

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0001701756

2026-08-21

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and

Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 21, 2026

Commission File Number 001-39223

SADOT

GROUP INC.

(Exact name of small business issuer as specified in

its charter)

Nevada

47-2555533

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

295 E. Renfro Street, Suite 300, Burleson,

Texas 76028

(Address of principal executive offices)

(832) 604-9568

(Issuer’s telephone number)

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 (see General Instructions

A.2. below):

☐ 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

Name of each exchange

on which registered

Common Stock, $0.0001 par value

SDOT

The Nasdaq Stock Market

Indicate by check mark whether the registrant is an

emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

Background

As previously disclosed, on February 9, 2026, Sadot

Group Inc. (the “Company”) issued four 8% Unsecured OID Debentures each in the original principal amount of $271,739.13, in

the aggregate original principal amount of $1,086,956.52 (collectively, the “February Debentures”), pursuant to those certain

Securities Purchase Agreements, each dated as of February 6, 2026, between the Company and the respective purchasers thereunder (the “February

SPAs”). The February Debentures matured on May 30, 2026 and remained outstanding.

As previously reported, on August 17, 2026, one of

the February Debentures was settled and extinguished in full in exchange for the issuance of 32,909 shares of the Company’s common

stock, par value $0.0001 per share (the “Common Stock”), and the maturity date of the remaining February Debentures was extended

to October 31, 2026. As further previously reported, on August 19, 2026, a second February Debenture was assigned to a third-party assignee

and was settled and extinguished in full in exchange for the issuance of 33,968 shares of Common Stock. As a result of those issuances,

the fixed conversion price of the July Note (as defined below) was adjusted, most recently to $8.00 per share. Following such settlements,

two February Debentures remained outstanding, in the aggregate principal amount of $543,478.26.

Assignment of Remaining February Debentures

On August 21, 2026, Cecilia Castro and Harding Castro,

as tenants in common, the holders of one of the two remaining February Debentures, and 622 Capital, LLC, the holder of the other remaining

February Debenture (such February Debentures, collectively, the “Assigned Debentures”), assigned the Assigned Debentures to

a third-party assignee (the “Assignee Debenture Holder”) pursuant to a single Assignment and Assumption of Debentures among

such holders, the Assignee Debenture Holder and, solely for certain limited purposes, the Company (the “Assignment”), for

a cash purchase price paid by the Assignee Debenture Holder to each such holder equal to the outstanding principal amount of its Assigned

Debenture. The Company consented to the assignments and registered the transfer of the Assigned Debentures. Upon consummation of the Assignment,

the Assignee Debenture Holder held 100% of the outstanding principal amount of the February Debentures.

Debt Settlement and Share Issuance Agreement

On August 21, 2026, the Company and the Assignee Debenture

Holder entered into a Debt Settlement and Share Issuance Agreement (the “Settlement Agreement”), pursuant to which the entire

outstanding principal amount of the Assigned Debentures (US$543,478.26 in the aggregate) was settled, extinguished and discharged in full

in exchange for the issuance to the Assignee Debenture Holder of an aggregate of 67,936 shares of Common Stock (the “Settlement

Shares”) at a fixed price of $8.00 per share, such number having been determined by dividing the outstanding principal amount of

each Assigned Debenture by $8.00 and rounding up to the nearest whole share (33,968 Settlement Shares in respect of each Assigned Debenture).

The Settlement Shares are to be issued within two (2) business days of the date of the Settlement Agreement in reliance upon the exemption

from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 3(a)(9)

thereof. Following the settlement, no February Debentures remain outstanding.

The issuance of the Settlement Shares is subject to

a 4.99% beneficial ownership limitation (which may be increased by the Assignee Debenture Holder to 9.99% upon 61 days’ prior notice),

an aggregate exchange cap of 19.99% of the outstanding Common Stock in accordance with Nasdaq Listing Rule 5635(d) absent stockholder

approval (measured, on an aggregated basis with the settlements described above, against the number of shares of Common Stock outstanding

immediately prior to the issuance made on August 17, 2026), and a daily leak-out limitation of 15% of the daily trading volume of the

Common Stock. The Settlement Agreement contains mutual releases, effective upon the Assignee Debenture Holder’s receipt of the Settlement

Shares, and customary representations, warranties and covenants of the parties.

Holders’ Approval

In connection with the foregoing, the Assignee Debenture

Holder, as the holder of 100% of the outstanding principal amount of the February Debentures following the Assignment, executed and delivered

a Written Approval and Consent of Holders, dated as of August 21, 2026 (the “Holders’ Approval”), pursuant to which

it approved and consented to the Settlement Agreement and the transactions contemplated thereby for purposes of Section 8 of the February

Debentures. Because no February Debentures were held by any other person following the Assignment, no waiver of the equal treatment provisions

of Section 9 of the February Debentures or Section 4.11 of the February SPAs was required in connection with the settlement.

July Note Holder Consent

On August 21, 2026, the Company entered into a Consent, Waiver and Acknowledgment

(the “July Note Consent”) with the holder of a senior secured convertible promissory note of the Company in the original principal

amount of $4,000,000 issued on July 16, 2026 (the “July Note”) issued pursuant to that certain Securities Purchase Agreement,

dated as of July 16, 2026 (the “July SPA”). Pursuant to the July Note Consent, the holder of the July Note consented to the

Assignment, the Settlement Agreement and the other transactions described above (collectively, the “Proposed Transactions”)

and provided a one-time waiver of applicable provisions of the July SPA, including the variable rate transaction and participation provisions

thereof, in each case solely with respect to the Proposed Transactions, subject to the satisfaction or waiver of certain conditions. The

Company also agreed to reimburse the holder of the July Note for its fees and expenses incurred in connection with the consent.

EPFA Consent

On August 21, 2026, the Company also entered into

a Consent, Waiver and Acknowledgment (the “EPFA Consent”) with the investor signatory to that certain Equity Purchase Facility

Agreement, dated as of July 16, 2026 (the “EPFA”), pursuant to which the Company may issue and sell to the investor up to

$100.0 million of shares of Common Stock, subject to the terms and conditions thereof. Pursuant to the EPFA Consent, the investor consented

to the Proposed Transactions and provided a one-time waiver of applicable provisions of the EPFA, in each case solely with respect to

the Proposed Transactions.

Exhibits

The foregoing descriptions of the Assignment, the

Settlement Agreement, the July Note Consent and the EPFA Consent do not purport to be complete and are qualified in their entirety by

reference to the full text of such documents, copies of which are filed as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, to this

Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current

Report on Form 8-K is incorporated by reference into this Item 3.02. The Settlement Shares are being issued to the Assignee Debenture

Holder, as the existing holder of the Assigned Debentures, exclusively in exchange for the surrender, settlement and extinguishment of

the Assigned Debentures, without the payment of any commission or other remuneration for soliciting such exchange, in reliance upon the

exemption from the registration requirements of the Securities Act provided by Section 3(a)(9) thereof.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking

statements. Forward-looking statements may include, but are not limited to, statements related to the settlement of the Assigned Debentures,

the issuance of the Settlement Shares and the transactions contemplated by the agreements described herein, as well as statements, other

than historical facts, that address activities, events or developments that the Company intends, expects, projects, believes or anticipates

will or may occur in the future. These statements are often characterized by terminology such as “believes,” “hopes,”

“may,” “anticipates,” “should,” “intends,” “plans,” “will,” “expects,”

“estimates,” “projects,” “positioned,” “strategy” and similar expressions and are based

on assumptions and assessments made in light of management’s experience and perception of historical trends, current conditions,

expected future developments and other factors believed to be appropriate. Forward-looking statements in this Current Report on Form 8-K

are made as of the date of this Current Report on Form 8-K, and the Company undertakes no duty to update or revise any such statements,

whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance

and are subject to risks and uncertainties, many of which are outside of the Company’s control. Important factors that could cause

actual results, developments and business decisions to differ materially from forward-looking statements are described in the sections

titled “Risk Factors” in the Company’s filings with the Securities and Exchange Commission, including its most recent

Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as reports on Form 8-K.

Item 9.01 Financial Statements and Exhibits (d) Index of Exhibits

Exhibit No.

Description

10.1

Assignment and Assumption of Debentures, dated as of August 21, 2026, by and among Cecilia Castro and Harding Castro, 622 Capital, LLC, the Assignee Debenture Holder and Sadot Group Inc.

10.2

Debt Settlement and Share Issuance Agreement, dated as of August 21, 2026, by and between Sadot Group Inc. and the Assignee Debenture Holder

10.3

Form of Consent, Waiver and Acknowledgment, dated as of August 21, 2026, by and between Sadot Group Inc. and the holder party thereto

10.4

Form of Consent, Waiver and Acknowledgment, dated as of August 21, 2026, by and between Sadot Group Inc. and the investor party thereto

104

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange

Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SADOT GROUP INC.

By: /s/ Haggai Ravid

Name: Haggai Ravid

Title: Chief Executive Officer

Date: August 21, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: e7883_ex10-1.htm · Sequence: 2

EXHIBIT 10.1

ASSIGNMENT AND ASSUMPTION OF DEBENTURES

This ASSIGNMENT AND ASSUMPTION OF DEBENTURES (this

“Agreement”) is made and entered into as of August 21, 2026 (the “Effective Date”), by and among

622 Capital, LLC, a limited liability company (“622 Capital”), Cecilia Castro and Harding Castro, individuals, as tenants

in common (together, the “Castro Holders” and, together with 622 Capital, each an “Assignor” and

collectively the “Assignors”), Shakawe Capital LLC, a Wyoming limited liability company (“Assignee”),

and, solely for purposes of Sections 4, 6 and 7 hereof, Sadot Group Inc., a Nevada corporation (the “Company”). Capitalized

terms used but not defined herein have the meanings ascribed to them in the applicable Purchase Agreement (as defined below).

RECITALS

WHEREAS, the Company issued its 8% Unsecured

OID Debentures Nos. SSD-001, SSD-002, SSD-003 and SSD-004, each with an Original Issue Date of February 9, 2026 and an original principal

amount of $271,739.13, in the aggregate original principal amount of $1,086,956.52 (collectively, the “Debentures”),

of which Nos. SSD-001 and SSD-002 remain outstanding in the aggregate principal amount of $543,478.26 (No. SSD-003 having been settled

and extinguished on August 17, 2026 and No. SSD-004 having been settled and extinguished on August 19, 2026);

WHEREAS, the Company and each Assignor are

parties to a separate Securities Purchase Agreement, each dated as of February 6, 2026 (as to each Assignor, its “Purchase Agreement”),

pursuant to which the Company issued and sold to such Assignor the Debenture set forth opposite such Assignor’s name on Schedule

I hereto (as to each Assignor, its “Assigned Debenture” and, collectively, the “Assigned Debentures”);

WHEREAS, the Maturity Date of each Assigned

Debenture was extended to October 31, 2026 pursuant to that certain Written Approval and Consent of Holders, dated as of August 17, 2026,

and no Event of Default is continuing thereunder;

WHEREAS, each Assignor desires to sell, assign

and transfer to Assignee, and Assignee desires to purchase and assume from each Assignor, severally and not jointly, all of such Assignor’s

right, title and interest in and to its Assigned Debenture, upon the terms and subject to the conditions set forth herein; and

WHEREAS, Section 3(b) of each Assigned Debenture

and Section 5.7 of each Purchase Agreement permit an Assignor to assign its rights under its Purchase Agreement to any Person to whom

such Assignor transfers its Assigned Debenture, provided that such transferee agrees in writing to be bound, with respect to the transferred

Securities, by the provisions of the Transaction Documents that apply to the Purchasers.

NOW, THEREFORE, in consideration of the mutual

covenants contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the

parties agree as follows:

1. Assignment and Assumption. Effective as

of the Effective Date and, as to each Assignor, upon such Assignor’s receipt of its Purchase Price (as defined below), each Assignor,

severally and not jointly and solely as to itself and its own Assigned Debenture, hereby irrevocably sells, assigns, transfers, conveys

and delivers to Assignee all of such Assignor’s right, title and interest in and to (a) its Assigned Debenture, including all outstanding

principal thereof and all other amounts due or to become due thereunder, and (b) all of such Assignor’s rights, benefits, remedies

and claims under its Purchase Agreement and the other Transaction Documents, in each case solely to the extent relating to its Assigned

Debenture (collectively, the “Assigned Rights”). Assignee hereby accepts the foregoing assignments, assumes all of each Assignor’s

obligations under the Transaction Documents to the extent relating to such Assignor’s Assigned Debenture and arising from and after

the Effective Date, and, in accordance with Section 5.7 of each Purchase Agreement, agrees in writing to be bound, with respect to each

Assigned Debenture, by the provisions of the Transaction Documents that apply to the Purchasers. For the avoidance of doubt, the Assigned

Rights do not include the 75,000 Incentive Shares previously issued to each Assignor pursuant to Section 4 of its Assigned Debenture (150,000

Incentive Shares in the aggregate), which shares are retained by the applicable Assignor.

2. Purchase Price. As consideration for the

Assigned Rights, Assignee shall pay to each Assignor on the Effective Date, by wire transfer of immediately available funds to the account

designated in writing by such Assignor, an amount equal to $271,739.13, being the outstanding principal (face) amount of such Assignor’s

Assigned Debenture (as to each Assignor, its “Purchase Price”, and $543,478.26 in the aggregate). Each Purchase Price shall

be paid in cash on the Effective Date. The obligations of Assignee under this Section 2 are several as to each Assignor and not joint;

the assignment by an Assignor of its Assigned Rights shall be effective only upon such Assignor’s receipt of its own Purchase Price;

and the failure of Assignee to pay the Purchase Price of any Assignor shall not affect the validity or effectiveness of the assignment

by any other Assignor.

3. Representations and Warranties of Assignors.

Each Assignor, severally and not jointly, and solely as to itself and its own Assigned Debenture, represents and warrants to Assignee

and the Company as of the date hereof and as of the Effective Date as follows:

(a) Such Assignor is the sole legal and beneficial

owner of its Assigned Debenture, free and clear of all Liens, and has not previously sold, assigned, transferred, pledged or otherwise

disposed of its Assigned Debenture or any interest therein, in whole or in part.

(b) Such Assignor acquired its Assigned Debenture

directly from the Company on February 9, 2026, paid the full purchase price therefor to the Company in cash on or about such date, and

has continuously and beneficially owned and held its Assigned Debenture at all times since such date.

during the three (3) months immediately preceding the date hereof has been, an officer or director of the Company or an “affiliate”

of the Company within the meaning of Rule 144(a)(1) under the Securities Act.

(d) The outstanding principal amount of its

Assigned Debenture as of the date hereof is $271,739.13; such Assigned Debenture does not bear interest by its terms; and, to such Assignor’s

knowledge, no amounts other than such principal amount are due thereunder.

(e) Such Assignor has full legal capacity,

power and authority (and, in the case of 622 Capital, is duly organized, validly existing and in good standing under the laws of its jurisdiction

of formation) to execute, deliver and perform this Agreement, and this Agreement constitutes the valid and binding obligation of such

Assignor, enforceable against such Assignor in accordance with its terms. In the case of the Castro Holders, each of Cecilia Castro and

Harding Castro has executed this Agreement, and no further consent, approval or signature of any other Person is required to transfer

the entire right, title and interest in and to Debenture No. SSD-001.

(f) Such Assignor is not selling its Assigned

Debenture on behalf of the Company or any affiliate thereof, has no direct or indirect arrangement or understanding with the Company or

any other Person regarding the distribution of its Assigned Debenture or the securities issuable in respect thereof, and did not acquire

its Assigned Debenture with a view to distribution in violation of the Securities Act.

4. Acknowledgments and Consent of the Company.

The Company hereby: (a) consents to the assignment of the Assigned Rights to Assignee and, promptly following the Effective Date and

surrender of each original Assigned Debenture (or delivery of customary lost-instrument documentation), shall register the transfer of

each Assigned Debenture on its books and records and issue to Assignee a replacement Debenture of like tenor in the name of Assignee in

the principal amount of $271,739.13 in respect of each Assigned Debenture, without service charge, in accordance with Section 3 of the

applicable Assigned Debenture; (b) confirms that, as of the date hereof, the outstanding principal amount of each Assigned Debenture is

$271,739.13, the Original Issue Date of each Assigned Debenture is February 9, 2026, and the full purchase price for each Assigned Debenture

was received by the Company; (c) confirms that the Maturity Date of each Assigned Debenture has been extended to October 31, 2026, that

no Event of Default has occurred and is continuing under either Assigned Debenture, and that the Company has no claims, defenses, offsets,

recoupments or counterclaims with respect to its obligations under either Assigned Debenture; and (d) acknowledges that, to the Company’s

knowledge, neither Assignor is, or during the three (3) months preceding the date hereof has been, an affiliate of the Company.

5. Representations and Warranties of Assignee.

Assignee represents and warrants to each Assignor and the Company that: (a) Assignee is an “accredited investor” within

the meaning of Rule 501(a) of Regulation D under the Securities Act; (b) Assignee is acquiring each Assigned Debenture as principal for

Assignee’s own account and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities

Act; (c) Assignee understands that the Assigned Debentures and the securities issuable in respect thereof are “restricted securities”

that have not been registered under the Securities Act and may not be offered or sold except pursuant to an effective registration statement

or an available exemption from registration; (d) Assignee is not, and is not acting on behalf of, an affiliate of the Company; (e) Assignee

has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks

of the acquisition of the Assigned Debentures and is able to bear the economic risk thereof, including a complete loss; and (f) Assignee

is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, has full power and authority

to execute, deliver and perform this Agreement, and this Agreement constitutes the valid and binding obligation of Assignee, enforceable

against Assignee in accordance with its terms.

6. Rule 144 Matters. The parties acknowledge

that each Assigned Debenture was acquired by Assignee in a private transaction from a Person other than the issuer or an affiliate of

the issuer, and that the parties intend that, for purposes of paragraph (d) of Rule 144 under the Securities Act, Assignee’s holding

period with respect to each Assigned Debenture, and with respect to any securities issued in exchange therefor, shall include the period

during which such Assigned Debenture was held by the applicable Assignor, commencing on the Original Issue Date of February 9, 2026. Nothing

in this Agreement constitutes a representation or warranty as to the availability of Rule 144 for any particular sale by Assignee.

7. Miscellaneous. This Agreement shall be governed

by and construed in accordance with the internal laws of the State of Delaware, without regard to principles of conflicts of law. Each

party irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for

the adjudication of any dispute hereunder. The parties shall execute and deliver such further instruments and take such further actions

as may reasonably be required to carry out the intent of this Agreement. This Agreement, together with the Transaction Documents, constitutes

the entire agreement of the parties with respect to the subject matter hereof. Each party shall bear its own fees and expenses in connection

with this Agreement. The obligations, representations and warranties of the Assignors hereunder are several and not joint, and no Assignor

shall be responsible for the obligations, representations, warranties or execution of any other Assignor. This Agreement may be executed

in counterparts (including by “.pdf” or electronic signature), each of which shall be deemed an original and all of which

together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed

this Assignment and Assumption of Debentures as of the Effective Date.

ASSIGNOR:

622 CAPITAL, LLC

By: /s/ Gary Clyburn Jr.

Name: Gary Clyburn Jr.

Title: Manager

Address: 1334 Northampton Street, Easton, PA 18042

ASSIGNOR:

/s/ Cecilia Castro

Cecilia Castro

/s/ Harding Castro

Harding Castro

Cecilia Castro and Harding Castro, as tenants in common

Address: 31 Lakeside Drive, New Windsor, NY 12553

ASSIGNEE:

SHAKAWE CAPITAL LLC

By: /s/ Dmitriy Shapiro

Name: Dmitriy Shapiro

Title: Manager

Address: 144 Hillside Village, Rio Grande, PR 00745

Acknowledged and agreed, solely for purposes of Sections 4, 6 and 7:

SADOT GROUP INC.

By: /s/ Haggai Ravid

Name: Haggai Ravid

Title: Chief Executive Officer

Address: 295 E. Renfro Street, Suite 209, Burleson, TX 76028

SCHEDULE I

Assigned Debentures

Assignor

Debenture No.

Original Issue Date

Outstanding Principal

Purchase Price

622 Capital, LLC

SSD-002

February 9, 2026

$271,739.13

Cecilia Castro and Harding Castro, as tenants in common

SSD-001

February 9, 2026

$271,739.13

Total

$543,478.26

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: e7883_ex10-2.htm · Sequence: 3

EXHIBIT 10.2

DEBT SETTLEMENT AND SHARE ISSUANCE AGREEMENT

This Debt Settlement and Share Issuance Agreement

(this “Agreement”) is entered into as of August 21, 2026 (the “Effective Date”), by and between:

Sadot Group Inc., a Nevada corporation

(the “Company”); and

Shakawe Capital LLC, a Wyoming limited

liability company (the “Creditor” or the “Holder”).

The Company and the Creditor are sometimes referred

to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Company issued (i) to Cecilia

Castro and Harding Castro, as tenants in common (together, “Castro”), the Company’s 8% Unsecured OID Debenture

No. SSD-001, and (ii) to 622 Capital, LLC, a limited liability company (“622 Capital” and, together with Castro, the

“Assignors”), the Company’s 8% Unsecured OID Debenture No. SSD-002, each with an Original Issue Date of February

9, 2026 and in the original principal amount of US$271,739.13, and US$543,478.26 in the aggregate (collectively, the “Debentures”),

issued pursuant to separate Securities Purchase Agreements, each dated as of February 6, 2026 (collectively, the “Purchase Agreements”);

the Debentures do not bear interest by their terms, and the full purchase price therefor was paid to the Company in cash on or about February

9, 2026;

WHEREAS, the Debentures matured on May 30,

2026 and were not paid at maturity, and the Maturity Date of each Debenture was subsequently extended to October 31, 2026, and any Event

of Default under Section 6(a)(i) of the Debentures arising solely from such non-payment was waived, in each case pursuant to that certain

Written Approval and Consent of Holders, dated as of August 17, 2026;

WHEREAS, pursuant to that certain Assignment

and Assumption of Debentures, dated as of August 21, 2026 (the “Assignment”), among the Assignors, the Creditor and the Company,

each Assignor sold, assigned and transferred to the Creditor all of such Assignor’s right, title and interest in and to its Debenture

for a cash purchase price equal to the outstanding principal amount thereof, and the Creditor is the sole legal and beneficial owner and

holder of both Debentures; each Assignor acquired its Debenture directly from the Company on February 9, 2026, paid the full purchase

price therefor in cash on or about such date, and continuously held such Debenture until the Assignment, and no Assignor was, at the time

of the Assignment or during the three (3) months immediately preceding it, an “affiliate” of the Company within the meaning

of Rule 144(a)(1) under the Securities Act;

WHEREAS, the entire outstanding principal amount

of the Debentures is US$543,478.26 in the aggregate (US$271,739.13 in respect of each Debenture), and no interest or other amounts are

due thereunder (the “Settled Debt Amount”);

WHEREAS, the Parties desire to settle, compromise,

and extinguish the Settled Debt Amount and all of the Creditor’s claims under or in respect of the Debentures in full by the issuance

of an aggregate of 67,936 shares of Common Stock to the Creditor on the terms and conditions set forth herein (the “Settlement”),

such number of shares having been determined by dividing the outstanding principal amount of each Debenture by a fixed price of $8.00

per share and rounding up to the nearest whole share, subject to the Beneficial Ownership Limitation and the Exchange Cap set forth herein;

WHEREAS, the Settlement is to be effected by

the issuance of the Settlement Shares by the Company exclusively to the Creditor, as the existing holder of the Company’s outstanding

payment obligations under the Debentures, in exchange for the surrender, settlement, and extinguishment of such obligations, without the

payment by any person of any commission or other remuneration for soliciting such exchange, in reliance upon the exemption from the registration

requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 3(a)(9) thereof;

WHEREAS, immediately following the Assignment

the Creditor is the holder of 100% of the outstanding principal amount of the Debentures and, constituting the holders whose approval

is required under Section 8 of the Debentures, has approved this Agreement and the transactions contemplated hereby in writing; no Debentures

of the same series are held by any person other than the Creditor, and accordingly the equal-treatment requirements of Section 9 of the

Debentures and Section 4.11 of the Purchase Agreements are inapplicable to the Settlement; and

WHEREAS, the Board of Directors of the Company

(the “Board”) has determined that it is in the best interests of the Company and its stockholders to consummate the

Settlement on the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual

covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement,

the following terms shall have the meanings set forth below:

“Beneficial

Ownership Limitation” has the meaning set forth in Section 2.6.

“Business Day”

means any day other than a Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized or required

by law to close.

“Common Stock”

means the common stock, par value $0.0001 per share, of the Company.

“Conversion

Price” means $8.00 per share, being the minimum price per share permitted by the Required Consents (the “Floor Price”).

The Conversion Price is a fixed price and is not subject to adjustment by reference to the trading price of the Common Stock.

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

“Exchange Cap”

has the meaning set forth in Section 2.5.

“Issuance Date”

means the date on which the Settlement Shares are issued to the Creditor, which shall be no later than two (2) Business Days following

the Effective Date.

“Principal Market”

means The Nasdaq Capital Market or, if the Common Stock is not then listed thereon, the principal securities exchange or market on

which the Common Stock is then listed or quoted for trading.

“Required Consents”

has the meaning set forth in Section 2.7.

“Rule 144”

means Rule 144 promulgated under the Securities Act.

“Settled Debt

Amount” means US$543,478.26, representing the entire outstanding principal amount of the Debentures (US$271,739.13 in respect

of each Debenture). No interest or other amounts are due thereunder.

“Settlement

Shares” means the 67,936 shares of Common Stock issuable to the Creditor pursuant to Section 2.2, determined by dividing the

outstanding principal amount of each Debenture by the Conversion Price and rounding up to the nearest whole share (33,968 shares in respect

of each Debenture; no fractional shares being issuable), subject to the Beneficial Ownership Limitation and the Exchange Cap.

“Trading Day”

means a day on which the Principal Market is open for trading.

ARTICLE II

DEBT SETTLEMENT AND SHARE ISSUANCE

Section 2.1 Settlement of Debt. Subject to

the terms and conditions of this Agreement, in full and final settlement, satisfaction, and discharge of the Settled Debt Amount, and

in exchange for the surrender and extinguishment of the Debentures and all payment and other obligations of the Company thereunder, the

Company shall issue the Settlement Shares to the Creditor on the Issuance Date. Upon issuance of the Settlement Shares, the Settled Debt

Amount and the Debentures shall be deemed paid, settled, extinguished, and cancelled in full, the Debentures shall be surrendered to the

Company for cancellation (or, if lost, affidavits of loss in lieu thereof shall be delivered), and the Creditor shall have no further

claim against the Company under or in respect of the Debentures or the Settled Debt Amount, except as otherwise expressly provided in

Sections 2.5 and 2.6 with respect to any portion of the Settled Debt Amount that remains outstanding.

Section 2.2 Settlement Shares. The number of

Settlement Shares has been determined as of the Effective Date by dividing the outstanding principal amount of each Debenture (US$271,739.13)

by the Conversion Price ($8.00) and rounding up to the nearest whole share (no fractional shares being issuable), resulting in 33,968

Settlement Shares in respect of each Debenture and 67,936 Settlement Shares in the aggregate, subject to the Beneficial Ownership Limitation

and the Exchange Cap. The Conversion Price is fixed at the Floor Price and is not subject to adjustment by reference to the trading price

of the Common Stock. To the extent any portion of the Settled Debt Amount is not settled through the issuance of Settlement Shares as

a result of the Beneficial Ownership Limitation or the Exchange Cap, such portion shall remain outstanding as an obligation of the Company

under the applicable Debenture until settled in accordance with this Agreement or otherwise satisfied.

Section 2.3 Issuance of Settlement Shares; Opinion;

Legend. The Settlement Shares shall be issued in reliance upon the exemption from the registration requirements of the Securities

Act provided by Section 3(a)(9) thereof, as provided in Section 2.4. Delivery of the Settlement Shares shall be conditioned upon the Company’s

prior or concurrent delivery to the Creditor and the Company’s transfer agent of a legal opinion, in form and substance reasonably

satisfactory to the transfer agent, to the effect that the Settlement Shares may be issued in reliance upon Section 3(a)(9) of the Securities

Act and that the holding period of the Settlement Shares is determined, pursuant to Rule 144(d)(3)(ii), by reference to February 9, 2026.

On the Issuance Date, the Company shall cause its transfer agent to deliver the Settlement Shares to the Creditor or its designee, and,

if and to the extent the Settlement Shares are then eligible for resale by the Creditor under Rule 144 free of any restrictive legend

(which, for a non-affiliate of the Company, occurs six (6) months after February 9, 2026 subject to the availability of current public

information under Rule 144(c), and without such condition one (1) year after February 9, 2026), the Company shall cause such shares to

be issued without any restrictive legend and free of stop-transfer instructions by crediting the account of the Creditor’s prime

broker through the Deposit/Withdrawal at Custodian (DWAC) facilities of The Depository Trust Company; otherwise, the Settlement Shares

shall be issued as restricted shares in book-entry form bearing the Company’s customary restrictive legend, and the Company shall,

promptly upon the Settlement Shares becoming eligible for resale under Rule 144 and upon delivery of a customary supporting opinion (at

the Company’s expense), cause such legend to be removed and the shares to be delivered via DWAC.

Section 2.4 Section 3(a)(9) Exchange; Rule 144

Tacking. The Settlement Shares are being issued by the Company exclusively to the Creditor, as the existing holder of the Debentures,

in exchange for the surrender, settlement, and extinguishment of the Debentures and the obligations evidenced thereby, in reliance upon

Section 3(a)(9) of the Securities Act. No commission or other remuneration has been or will be paid or given, directly or indirectly,

to any person for soliciting the exchange effected hereby, and the Creditor has not paid or furnished, and shall not be required to pay

or furnish, any consideration for the Settlement Shares other than the surrender and extinguishment of the Debentures. The Parties acknowledge

and agree that (i) each Debenture was originally issued by the Company on February 9, 2026, and the full purchase price therefor was received

by the Company on or about such date; (ii) the Creditor acquired the Debentures by assignment from the Assignors, neither of which was,

at the time of the Assignment or during the three (3) months prior thereto, an affiliate of the Company; and (iii) accordingly, pursuant

to Rule 144(d)(1) and Rule 144(d)(3)(ii), the holding period of the Debentures and of the Settlement Shares for purposes of Rule 144 is

computed from February 9, 2026. Nothing in this Agreement, the Assignment, or any prior amendment or modification constitutes a novation,

satisfaction, or reissuance of either Debenture, and the indebtedness evidenced thereby has been continuing indebtedness outstanding since

February 9, 2026. Neither Party shall take any action or position inconsistent with the availability of such exemption or such holding-period

treatment. Nothing herein constitutes a representation or warranty as to the availability of Rule 144 for any particular sale by the Creditor.

Section 2.5 Compliance with Nasdaq Rules; Exchange

Cap. Notwithstanding anything in this Agreement to the contrary, the Company shall not issue, and the Creditor shall not have the

right to receive, any shares of Common Stock pursuant to this Agreement to the extent that the aggregate number of Settlement Shares issued

hereunder, together with any shares of Common Stock required to be aggregated therewith under the rules and written interpretations of

The Nasdaq Stock Market LLC (“Nasdaq”), would exceed 19.99% of the number of shares of Common Stock issued and outstanding

immediately prior to the issuance of shares of Common Stock on August 17, 2026 in settlement of Debenture No. SSD-003 (1,320,015 shares),

such date being the date of the first of the transactions required to be aggregated with the Settlement under Nasdaq Listing Rule 5635(d)

(such maximum number, the “Exchange Cap”), subject to equitable adjustment for stock splits, reverse stock splits, and similar

transactions, unless and until the Company has obtained the approval of its stockholders in accordance with Nasdaq Listing Rule 5635(d)

with respect to issuances in excess of the Exchange Cap. Any portion of the Settled Debt Amount that cannot be settled in Settlement Shares

as a result of the Exchange Cap shall remain outstanding under the applicable Debenture, any purported issuance in violation of the Exchange

Cap shall be null and void, and nothing in this Agreement shall obligate the Company to seek such stockholder approval. The Company shall

timely submit to Nasdaq any Listing of Additional Shares notification required in connection with the issuance of the Settlement Shares.

Section 2.6 Beneficial Ownership Limitation. The

Company shall not issue, and the Creditor shall not have the right to receive, any Settlement Shares to the extent that, after giving

effect to such issuance, the Creditor (together with its affiliates and any persons acting as a group together with the Creditor or any

of its affiliates) would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act and Rule 13d-3 thereunder,

in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to such issuance (the “Beneficial Ownership

Limitation”). The Creditor may, upon not less than sixty-one (61) days’ prior written notice to the Company, increase or decrease

the Beneficial Ownership Limitation to any other percentage not in excess of 9.99%. Any Settlement Shares that would otherwise be issuable

but for the Beneficial Ownership Limitation shall be held in abeyance, and the corresponding portion of the Settled Debt Amount shall

remain outstanding under the applicable Debenture, until such time as their issuance would not cause the Creditor to exceed the Beneficial

Ownership Limitation, whereupon the Company shall issue such shares to the Creditor.

Section 2.7 Required Consents. Notwithstanding

anything in this Agreement to the contrary, no Settlement Shares shall be issued, and the Settlement shall not be effected, unless and

until the Company has received the written consent or waiver of (i) the holder(s) of the Company’s senior secured convertible note

issued pursuant to that certain Securities Purchase Agreement, dated as of July 16, 2026, between the Company and the buyer(s) party thereto,

and (ii) the investor under that certain Equity Purchase Facility Agreement, dated as of July 16, 2026, between the Company and the investor

party thereto, in each case consenting to this Agreement and the issuance of the Settlement Shares hereunder (collectively, the “Required

Consents”). The obligations of the Company to issue, and the right of the Creditor to receive, the Settlement Shares are subject

to, and shall not become effective for any purpose unless and until, the Required Consents have been obtained. The Parties acknowledge

and agree that, pursuant to the Required Consents, (i) no Settlement Shares may be issued at a price per share less than the Floor Price

and (ii) the Settlement and the other transactions contemplated hereby must be consummated, if at all, on or before September 30, 2026.

Section 2.8 Equal Treatment; Section 8 Approval.

The Company represents that, immediately following the Assignment, the Creditor is the holder of 100% of the outstanding principal

amount of the Debentures and, constituting the holders whose approval is required under Section 8 of the Debentures, has approved this

Agreement and the transactions contemplated hereby in writing. No Debentures of the same series are held by any person other than the

Creditor, and accordingly no waiver of the equal-treatment requirements of Section 9 of the Debentures or Section 4.11 of the Purchase

Agreements is required in connection with the Settlement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the

Creditor as of the Effective Date and as of the Issuance Date as follows:

Section 3.1 Organization and Good Standing. The

Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and has the corporate

power and authority to own its properties and to carry on its business as presently conducted.

Section 3.2 Authorization. The execution, delivery,

and performance of this Agreement by the Company have been duly authorized by all necessary corporate action, including approval by the

Board, and, to the extent required, by the holders of the Debentures under Section 8 of the Debentures. This Agreement constitutes the

legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally

and by general principles of equity.

Section 3.3 Valid Issuance. The Settlement

Shares, when issued and delivered against the surrender and extinguishment of the Debentures in accordance with this Agreement, will be

duly and validly issued, fully paid, and non-assessable, and will be free and clear of all liens, encumbrances, and restrictions, other

than restrictions on transfer under applicable securities laws.

Section 3.4 No Conflicts. The execution, delivery,

and performance of this Agreement by the Company do not and will not (a) violate or conflict with the articles of incorporation or bylaws

of the Company, (b) violate or conflict with any law, regulation, order, or decree applicable to the Company, or (c) result in a breach

of, or constitute a default under, any material agreement to which the Company is a party, in each case except as would not reasonably

be expected to prevent or materially delay the consummation of the Settlement.

Section 3.5 Capitalization; Reservation. The

Company has, or prior to the Issuance Date will have, sufficient authorized but unissued shares of Common Stock to issue the Settlement

Shares, and shall reserve from its authorized and unissued shares a number of shares of Common Stock sufficient to effect the issuance

of the Settlement Shares.

Section 3.6 Survival and Indemnification. The

representations and warranties of the Company set forth in this Article III shall survive the Effective Date for a period of twelve (12)

months. The Company shall indemnify and hold harmless the Creditor and the Creditor’s agents from and against any losses, damages,

liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from any breach of such representations and warranties.

Notwithstanding the foregoing, the aggregate liability of the Company under this Section 3.6 shall not exceed an amount equal to the Settled

Debt Amount, and in no event shall either Party be liable under this Agreement for punitive, exemplary, special, or consequential damages.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE CREDITOR

The Creditor hereby represents and warrants to the

Company as of the Effective Date and as of the Issuance Date as follows:

Section 4.1 Organization. The Creditor is a

limited liability company duly organized, validly existing, and in good standing under the laws of the State of Wyoming, and has all requisite

limited liability company power and authority to execute, deliver, and perform this Agreement.

Section 4.2 Authorization. The execution, delivery,

and performance of this Agreement by the Creditor have been duly authorized by all necessary limited liability company action. This Agreement

constitutes the legal, valid, and binding obligation of the Creditor, enforceable against the Creditor in accordance with its terms, except

as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’

rights generally and by general principles of equity.

Section 4.3 Investment Intent. The Creditor

is acquiring the Settlement Shares for the Creditor’s own account and not with a view to any distribution thereof in violation of

the Securities Act; provided, however, that nothing herein shall restrict the Creditor’s right to sell or transfer the Settlement

Shares in compliance with applicable securities laws.

Section 4.4 Accredited Investor. The Creditor

is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act.

Section 4.5 Holding Period. The Creditor understands

and agrees that the Settlement Shares are being issued in reliance upon Section 3(a)(9) of the Securities Act in exchange for the Debentures,

and that, pursuant to Rule 144(d)(1) and Rule 144(d)(3)(ii), the Rule 144 holding period of the Settlement Shares is deemed to have commenced

on February 9, 2026. The Creditor understands that, if such exemption or holding-period treatment were unavailable, the Settlement Shares

would constitute “restricted securities” within the meaning of Rule 144 and could not be resold except pursuant to an effective

registration statement or an applicable exemption from registration.

Section 4.6 Acknowledgment of Debt. The Creditor

acknowledges and confirms that the Settled Debt Amount of US$543,478.26 constitutes the entire outstanding principal amount of the Debentures,

that the Debentures do not bear interest and no interest or other amounts are due thereunder, and that, upon the issuance of the Settlement

Shares (subject to Sections 2.5 and 2.6), the Settled Debt Amount and the Debentures shall be deemed satisfied and extinguished in full.

Section 4.7 Survival and Indemnification. The

representations and warranties of the Creditor set forth in this Article IV shall survive the Effective Date for a period of twelve (12)

months. The Creditor shall indemnify and hold harmless the Company and its officers, directors, employees, and agents from and against

any losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from any breach of such representations

and warranties.

Section 4.8 No Affiliate Status; No Solicitation

Remuneration. The Creditor is not, and at no time during the ninety (90) days immediately preceding the Effective Date or the Issuance

Date has been, an “affiliate” of the Company within the meaning of Rule 144, and is not an officer, director, or holder of

ten percent (10%) or more of the outstanding Common Stock. No commission or other remuneration has been or will be paid or given, directly

or indirectly, to any person for soliciting the exchange of the Debentures for the Settlement Shares, and the Creditor has not employed

any broker, dealer, finder, or agent in connection with the Settlement. The Creditor is not a registered broker-dealer or an affiliate

of a registered broker-dealer.

Section 4.9 Ownership and Holding of the Debentures.

The Creditor acquired the Debentures from the Assignors pursuant to the Assignment, for value, and is the sole legal and beneficial

owner of the Debentures, holding the same free and clear of all liens, encumbrances, participations, and adverse interests of any kind.

Each Assignor acquired its Debenture directly from the Company on February 9, 2026 and held it continuously until the Assignment, and

none of the Assignors or the Creditor has sold, assigned, transferred, hypothecated, participated, or otherwise conveyed, in whole or

in part, any interest in either Debenture other than pursuant to the Assignment. Neither the Creditor nor, to the Creditor’s knowledge,

any Assignor has engaged in any short sale, hedging, or other transaction with respect to securities of the Company that would toll, restart,

or otherwise affect the holding period of the Debentures or the Settlement Shares for purposes of Rule 144(d).

Section 4.10 Trading Matters; Leak-Out. From

the Effective Date until the public disclosure of the Settlement pursuant to Section 6.11, the Creditor shall not, and shall cause its

affiliates and representatives not to, purchase or sell any securities of the Company or engage in any short sale of, or establish any

“put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to, the Common Stock. The Creditor

acknowledges that, until such public disclosure, the Creditor may be in possession of material non-public information regarding the Company

and that applicable securities laws restrict trading on the basis thereof. Following the Issuance Date, the Creditor agrees, on behalf

of itself, its affiliates, and any person acting in concert with any of them, that it will not, on any single Trading Day, sell shares

of Common Stock in an aggregate amount exceeding fifteen percent (15%) of the total trading volume of the Common Stock on the Principal

Market for such Trading Day.

ARTICLE V

MUTUAL RELEASE

Section 5.1 Release by the Creditor. Effective

upon the Creditor’s receipt of the Settlement Shares in full satisfaction of the Settled Debt Amount, the Creditor, on behalf of

itself and its affiliates, successors, and assigns, hereby irrevocably and unconditionally releases, acquits, and forever discharges the

Company and its officers, directors, employees, agents, affiliates, successors, and assigns from any and all claims, demands, liabilities,

obligations, actions, causes of action, and damages of every kind and nature, whether known or unknown, suspected or unsuspected, arising

out of or relating to the Debenture or the Settled Debt Amount; provided, however, that nothing in this Section 5.1 shall release (a)

any claim arising from breach of any representation, warranty, or covenant contained in this Agreement in accordance with Section 3.6,

or (b) any obligation of the Company under this Agreement, including with respect to any portion of the Settled Debt Amount that remains

outstanding pursuant to Sections 2.5 and 2.6.

Section 5.2 Release by the Company. Effective

upon the Creditor’s receipt of the Settlement Shares, the Company, on behalf of itself and its affiliates, successors, and assigns,

hereby irrevocably and unconditionally releases, acquits, and forever discharges the Creditor and its officers, managers, members, employees,

agents, affiliates, successors, and assigns from any and all claims, causes of action, counterclaims, demands, liabilities, obligations,

actions, and damages of every kind and nature, whether known or unknown, suspected or unsuspected, arising out of or relating to the Debenture

or the Settled Debt Amount; provided, however, that nothing herein shall release any claim arising from breach of any representation,

warranty, or covenant contained in this Agreement in accordance with Section 4.7.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Entire Agreement. This Agreement

(including all exhibits hereto) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes

all prior negotiations, agreements, and understandings, whether written or oral, relating to such subject matter, including any prior

draft amendment to the Debentures.

Section 6.2 Amendments and Waivers. No amendment

or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

Section 6.3 Governing Law. This Agreement shall

be governed by and construed in accordance with the internal laws of the State of Delaware (except that matters of corporate governance

and the internal affairs of the Company shall be governed by the laws of the State of Nevada), without regard to its conflicts of laws

principles.

Section 6.4 Forum; Jury Waiver. Each Party

irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan,

for the adjudication of any dispute arising out of or relating to this Agreement, and irrevocably waives any objection to the laying of

venue therein or that such courts are an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY

APPLICABLE LAW, ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Section 6.5 Counterparts. This Agreement may

be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and

the same agreement. Signatures delivered by facsimile or electronic transmission (including PDF or DocuSign) shall be deemed original

signatures.

Section 6.6 Notices. All notices, requests,

demands, and other communications under this Agreement shall be in writing and shall be deemed duly given (a) on the date of delivery

if delivered personally, (b) on the date of transmission if sent via email with confirmation of receipt, or (c) on the first Business

Day following the date of dispatch if sent by reputable overnight courier service, in each case to the addresses set forth on the signature

pages hereto (or such other address as a Party may designate in writing).

Section 6.7 Successors and Assigns. This Agreement

shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may

assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party.

Section 6.8 Severability. If any provision

of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Section 6.9 Further Assurances. Each Party

agrees to execute and deliver such additional documents, instruments, and agreements, and to take such further actions, as may be reasonably

necessary or appropriate to effectuate the purposes of this Agreement, including the surrender and cancellation of the Debentures and

the delivery of customary transfer-agent and DTC documentation.

Section 6.10 Expenses. Each Party shall bear

its own costs and expenses in connection with the negotiation, execution, and performance of this Agreement; provided, however, that the

Company shall bear all costs and expenses associated with the issuance and delivery of the Settlement Shares, including transfer agent

fees, DTC fees, and the cost of the legal opinion required by Section 2.3.

Section 6.11 Public Disclosure. The Company

shall disclose the material terms of this Agreement and the Settlement in a Current Report on Form 8-K (and shall file a copy of this

Agreement as an exhibit thereto to the extent required) within the time period required by the applicable rules of the Securities and

Exchange Commission (and in any event on or before 9:00 a.m., New York City time, on the first (1st) Business Day following the Effective

Date, as required by the Required Consents). Except as required by applicable law or legal process, the Creditor shall not, and shall

cause its affiliates and representatives not to, disclose the existence or terms of this Agreement prior to such public disclosure by

the Company. Neither Party shall issue any press release regarding the Settlement without the prior written consent of the other Party,

except as required by applicable law or the rules of Nasdaq or the Securities and Exchange Commission.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this

Debt Settlement and Share Issuance Agreement as of the date first written above.

SADOT GROUP INC.

By: /s/ Haggai Ravid

Name: Haggai Ravid

Title: Chief Executive Officer

Address: 295 E. Renfro Street, Suite 209, Burleson,

TX 76028

SHAKAWE CAPITAL LLC

By: /s/ Dmitriy Shapiro

Name: Dmitriy Shapiro

Title: Manager

Address: 144 Hillside Village, Rio Grande, PR 00745

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: e7883_ex10-3.htm · Sequence: 4

EXHIBIT 10.3

CONSENT, WAIVER AND ACKNOWLEDGMENT

This Consent, Waiver and Acknowledgment (this “Agreement”),

dated as of August 21, 2026, is entered into by and between Sadot Group Inc., a Nevada corporation (the “Company”), and [***]

(the “Holder”), for itself and in its capacities as the Lead Buyer, as the Required Holder (as defined in the Securities Purchase

Agreement), as the holder of the July Note (as defined below) and as Collateral Agent pursuant to the Securities Purchase Agreement (as

defined below). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Securities

Purchase Agreement or the July Note (each as defined below), as applicable.

RECITALS

WHEREAS, the Company and the buyers party thereto,

including the Holder as the Lead Buyer, are parties to that certain Securities Purchase Agreement, dated as of July 16, 2026 (as amended,

restated or supplemented from time to time, the “Securities Purchase Agreement”), pursuant to which, among other things, the

Company may issue to the Holder senior secured convertible promissory notes in an original aggregate principal amount of up to $100,000,000

(the “Notes”), which Notes are convertible into shares of common stock, par value $0.0001 per share, of the Company (the “Common

Stock”);

WHEREAS, the Holder represents that, as of

the date hereof, it is the holder of a Note in the aggregate original principal amount of $4,000,000.00, issued on July 16, 2026 (the

“July Note”), and constitutes the Required Holder pursuant to the terms of the Securities Purchase Agreement;

WHEREAS, the Company previously issued its

8% Unsecured OID Debentures Nos. SSD-001, SSD-002, SSD-003 and SSD-004, each with an Original Issue Date of February 9, 2026 and an original

principal amount of $271,739.13, in the aggregate original principal amount of $1,086,956.52 (collectively, the “February Debentures”),

of which only Nos. SSD-001 and SSD-002 remain outstanding, in the aggregate principal amount of $543,478.26 (No. SSD-003 having been settled

and extinguished on August 17, 2026 and No. SSD-004 having been settled and extinguished on August 19, 2026, in each case pursuant to

the transactions consented to by the Holder under those certain Consents, Waivers and Acknowledgments, dated as of August 17, 2026 and

August 19, 2026, respectively (collectively, the “Prior Consents”)), pursuant to those certain Securities Purchase Agreements,

each dated as of February 6, 2026, between the Company and the respective purchasers thereunder (the “February SPAs”);

WHEREAS, the Maturity Date of each of February

Debentures Nos. SSD-001 and SSD-002 was extended to October 31, 2026, and any Event of Default thereunder arising solely from non-payment

of principal at the original maturity thereof was waived, in each case pursuant to a Written Approval and Consent of Holders dated as

of August 17, 2026;

WHEREAS, the Company has provided the Holder

the notice required by Section 2 of the Consent, Waiver and Acknowledgment dated as of August 19, 2026 with respect to the Proposed Transactions

(as defined below), in each case prior to the Company entering into any agreement in respect thereof;

WHEREAS, Cecilia Castro and Harding Castro,

as tenants in common (“Castro”), the holders of February Debenture No. SSD-001, and 622 Capital, LLC (“622 Capital”

and, together with Castro, the “Assignors”), the holder of February Debenture No. SSD-002 (such February Debentures, collectively,

the “Assigned Debentures”), propose to assign the Assigned Debentures to Shakawe Capital LLC, a Wyoming limited liability

company (“Shakawe”), for a cash purchase price equal to the outstanding principal amount thereof, pursuant to a single Assignment

and Assumption of Debentures, substantially in the form attached hereto as Exhibit A (the “Assignment”);

WHEREAS, upon consummation of the Assignment,

Shakawe will hold 100% of the outstanding principal amount of the February Debentures, and accordingly (i) Shakawe alone will constitute

the holders whose approval is required under Section 8 of the February Debentures and (ii) no other holder of February Debentures will

remain to whom the equal treatment provisions of Section 9 of the February Debentures or Section 4.11 of the February SPAs could apply;

WHEREAS, the Company and Shakawe propose to

enter into a Debt Settlement and Share Issuance Agreement with respect to the Assigned Debentures, substantially in the form attached

hereto as Exhibit B (the “Settlement Agreement”), pursuant to which the entire outstanding principal amount of the Assigned

Debentures (US$543,478.26 in the aggregate) will be settled, extinguished and discharged in full in exchange for the issuance to Shakawe,

in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended (the “1933 Act”), of an aggregate of 67,936 shares

of Common Stock (the “Settlement Shares”) at a fixed price of $8.00 per share, such number having been determined by dividing

the outstanding principal amount of each Assigned Debenture by $8.00 and rounding up to the nearest whole share (33,968 Settlement Shares

in respect of each Assigned Debenture), subject to a 4.99% (which may be increased to 9.99%) beneficial ownership limitation, an aggregate

exchange cap of 19.99% of the outstanding Common Stock in accordance with Nasdaq Listing Rule 5635(d) absent stockholder approval, measured

against the number of shares of Common Stock outstanding immediately prior to the issuance made on August 17, 2026 as the first of the

transactions required to be aggregated thereunder (the “Exchange Cap”), and a daily leak-out limitation of 15% of the daily

trading volume of the Common Stock;

WHEREAS, in connection with the foregoing,

Shakawe, as the holder of 100% of the outstanding principal amount of the February Debentures following the Assignment, has executed (or

is executing concurrently herewith) a Written Approval and Consent of Holders, substantially in the form attached hereto as Exhibit C

(the “Holders’ Approval”), approving and consenting to the Settlement Agreement and the transactions contemplated thereby

for purposes of Section 8 of the February Debentures, and the Assignment, the Settlement (including the issuance of the Settlement Shares)

and the other transactions contemplated by the foregoing being collectively referred to herein as the “Proposed Transactions”;

and

WHEREAS, the Company has requested that the

Holder consent to the Proposed Transactions and provide the acknowledgments and waivers set forth herein, and the Holder is willing to

do so on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and

the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:

1. Consent. The Holder, for itself, as Lead

Buyer, as the Required Holder and as holder of the July Note, hereby consents, pursuant to and for all purposes of the Securities Purchase

Agreement and the July Note, including, without limitation, Sections 4(k), 4(n) and 4(o) of the Securities Purchase Agreement, to (a)

the Assignment, (b) the execution, delivery and performance by the Company of the Settlement Agreement, including the settlement and extinguishment

of February Debentures Nos. SSD-001 and SSD-002 and the issuance of the Settlement Shares, (c) the Holders’ Approval, and (d) the

consummation of the Proposed Transactions, provided, however, that the Proposed Transactions shall not result in the issuance of any shares

of Common Stock at a price per share lower than $8.00 and that such Proposed Transactions may only be consummated following the date of

this Agreement until October 31, 2026, at which time this Agreement shall be no longer of any further force or effect. Without limiting

the foregoing, the Holder acknowledges that the price at which the Settlement Shares are issuable under the Settlement Agreement is fixed

at $8.00 per share and does not vary with the trading prices of the Common Stock; provided, that, to the extent the Settlement Agreement

or any of the Proposed Transactions nonetheless constitutes, or would constitute, a Variable Rate Transaction under Section 4(n) of the

Securities Purchase Agreement, the Holder hereby consents thereto and provides a one-time waiver solely with respect to Section 4(n) of

the Securities Purchase Agreement thereto but not with respect to any provision of the July Note.

2. Acknowledgment of Notice. The Holder, for

itself and its successors and assigns, hereby acknowledges and agrees that (a) the Company has provided the notice required by Section

2 of the Consent, Waiver and Acknowledgment dated as of August 19, 2026 with respect to the Proposed Transactions, and (b) the delivery

by the Company of this Agreement shall constitute sufficient notice as required pursuant to Section 9(f) of the Securities Purchase Agreement

with respect to the Proposed Transactions, and no further notice thereunder shall be required in respect of the Proposed Transactions;

provided, however, that if the Company enters into any additional exchanges, assignments or transactions with respect to any securities

of the Company (including, but not limited to, the February Debentures), the Company shall provide additional notice to the Holder of

such exchanges, assignments or transactions prior to the Company entering into such agreements.

3. Waivers. The Holder, for itself, as the

Lead Buyer, as the Required Holder and as holder of the July Note, hereby provides a one-time waiver in connection with the Proposed Transactions

of (a) any breach, default or Event of Default under the July Note (including, without limitation, under Section 4(a)(xiv) thereof) or

under any other Transaction Document, in each case arising out of, resulting from or in connection with the execution, delivery or performance

of the Assignment, the Settlement Agreement or the consummation of the Proposed Transactions, together with all rights and remedies in

respect thereof, including, without limitation, any right to deliver an Event of Default Redemption Notice or to require redemption pursuant

to Section 4(b) of the July Note, any right to interest at the default rate, and any right to effect an Alternate Event of Default Conversion

pursuant to Section 3(e)(i)(2) of the July Note, in each case solely to the extent arising from the Proposed Transactions; (b) the application

of Sections 4(k), 4(n), 4(o) and 4(p) of the Securities Purchase Agreement to the Proposed Transactions, including, without limitation,

any requirement that the Company deliver a Pre-Notice or Offer Notice, and any right of any Buyer to participate, in respect of the Proposed

Transactions pursuant to Section 4(o) of the Securities Purchase Agreement; and (c) any right to require a Subsequent Placement Optional

Redemption pursuant to Section 9 of the July Note in respect of the Proposed Transactions.

4. Acknowledgment Regarding the July Note Conversion

Price. The Holder acknowledges and agrees that (a) the fixed conversion price of the July Note is, as of the date hereof, $8.00 per

share, as adjusted in connection with the settlement consummated on August 19, 2026, and (b) the issuance of the Settlement Shares at

a price of $8.00 per share does not constitute a dilutive issuance under, and will not result in any further downward adjustment of the

fixed conversion price of, the July Note. Nothing in this Section 4 shall waive, modify or limit the anti-dilution provisions of the July

Note with respect to any other issuance.

5. Limited Effect; Reservation of Rights. The

consents, acknowledgments and waivers set forth herein are limited precisely as written, are one-time accommodations relating solely to

the February Debentures and the Proposed Transactions, and shall not be deemed or construed to (a) constitute a consent to, or waiver

in respect of, any other transaction or issuance, or any other or future breach, default or Event of Default under, the Securities Purchase

Agreement, the Notes or any other Transaction Document, (b) amend, modify or operate as a waiver of any other provision of the Securities

Purchase Agreement, the Notes or any other Transaction Document, each of which remains in full force and effect and is hereby ratified

and confirmed, or (c) establish a course of dealing or a custom between the parties. For the avoidance of doubt, this Agreement shall

not extend to, and the further prior written consent of the Holder shall be required for, (i) any amendment to the Settlement Agreement,

or any subsequent agreement, that reduces the price at which shares of Common Stock are issuable in respect of the February Debentures

below $8.00 per share, (ii) any increase in the principal or other amounts settled, exchangeable or convertible under the February Debentures

beyond the amounts outstanding thereunder as of the date hereof (plus amounts accruing pursuant to their existing terms), and (iii) any

grant of exchange, conversion or similar rights with respect to any security other than the February Debentures.

6. Representations. Each party hereto represents

and warrants to the other party that (a) it has all requisite power and authority to execute and deliver this Agreement and to perform

its obligations hereunder, and (b) this Agreement has been duly authorized, executed and delivered by such party and constitutes the legal,

valid and binding obligation of such party, enforceable against it in accordance with its terms, except as such enforceability may be

limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws

relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The Holder further represents

and warrants that it has not sold, assigned, transferred or otherwise disposed of the July Note or any interest therein and that it constitutes

the Required Holder under the Securities Purchase Agreement as of the date hereof.

7. Disclosure. On or before 9:00 a.m., New

York City time, on the first (1st) Business Day following the date of this Agreement, the Company shall file with the Securities and Exchange

Commission a Current Report on Form 8-K disclosing all material terms of this Agreement and the Proposed Transactions.

8. Fees. The Company shall reimburse the Holder

for all fees, costs and expenses, including attorneys’ fees and expenses, incurred by the Holder to date in connection with this

Agreement and agrees that all such fees shall be paid by deducting such fees from gross proceeds payable to the Company in connection

with the Second Closing (as defined in the Securities Purchase Agreement) under the Securities Purchase Agreement.

9. Miscellaneous. This Agreement shall be governed

by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to any choice of

law or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction, and the jurisdiction,

venue, service and waiver of jury trial provisions of Section 9(a) of the Securities Purchase Agreement are incorporated herein, mutatis

mutandis. This Agreement may be executed in counterparts (including by electronic signature and by delivery in .pdf or similar electronic

format), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement,

together with the Transaction Documents, constitutes the entire agreement of the parties with respect to the subject matter hereof. If

any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

The headings herein are for convenience only and shall not affect the interpretation hereof. This Agreement shall be binding upon and

inure to the benefit of the parties and their respective successors and permitted assigns.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused

this Consent, Waiver and Acknowledgment to be duly executed as of the date first written above.

COMPANY:

SADOT GROUP INC.

By:

Name:

Haggai Ravid

Title:

Chief Executive Officer

HOLDER:

[***], for itself, as the Lead Buyer, as the Required

Holder, as Holder of the July

Note and as Collateral Agent

By:

Name:

Title:

Exhibit A — Form of Assignment and Assumption of Debentures [to be

attached]

Exhibit B — Form of Debt Settlement and Share Issuance Agreement

(February Debentures Nos. SSD-001 and SSD-002) [to be attached]

Exhibit C — Form of Written Approval and Consent of Holders (SSD

Series) [to be attached]

EX-10.4 — EXHIBIT 10.4

EX-10.4

Filename: e7883_ex10-4.htm · Sequence: 5

EXHIBIT 10.4

CONSENT, WAIVER AND ACKNOWLEDGMENT

This Consent, Waiver and Acknowledgment (this “Agreement”),

dated as of August 21, 2026, is entered into by and between Sadot Group Inc., a Nevada corporation (the “Company”), and [***],

a Delaware limited liability company (the “Investor”). Capitalized terms used but not otherwise defined herein shall have

the meanings ascribed to such terms in the EPFA (as defined below).

RECITALS

WHEREAS, the Company and the Investor are parties

to that certain Equity Purchase Facility Agreement, dated as of July 16, 2026 (as amended, restated or supplemented from time to time,

the “EPFA”), pursuant to which, among other things, the Company may, subject to the terms and conditions thereof, issue and

sell to the Investor up to an aggregate of $100.0 million of shares of common stock, par value $0.0001 per share, of the Company (the

“Common Stock”);

WHEREAS, the Company previously issued its

8% Unsecured OID Debentures Nos. SSD-001, SSD-002, SSD-003 and SSD-004, each with an Original Issue Date of February 9, 2026 and an original

principal amount of $271,739.13, in the aggregate original principal amount of $1,086,956.52 (collectively, the “February Debentures”),

of which only Nos. SSD-001 and SSD-002 remain outstanding, in the aggregate principal amount of $543,478.26 (No. SSD-003 having been settled

and extinguished on August 17, 2026 and No. SSD-004 having been settled and extinguished on August 19, 2026, in each case pursuant to

the transactions consented to by the Investor under those certain Consents, Waivers and Acknowledgments, dated as of August 17, 2026 and