Form 8-K

8-K — Sadot Group Inc.

Accession: 0001731122-26-001106

Filed: 2026-08-20

Period: 2026-08-19

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 — e7876_8-k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (e7876_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (e7876_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (e7876_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (e7876_ex10-4.htm)

EX-10.5 — EXHIBIT 10.5 (e7876_ex10-5.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: e7876_8-k.htm · Sequence: 1

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0001701756

2026-08-19

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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 19, 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 shares of the Company’s common stock,

and the maturity date of the remaining February Debentures was extended to October 31, 2026.

Assignment of Debenture Igor Poluyko

On August 19, 2026, Igor Poluyko (“Poluyko”),

the holder of another February Debenture (the “Assigned Debenture”), assigned the Assigned Debenture to a third-party assignee

(“Assignee Debenture Holder”) pursuant to an Assignment and Assumption of Debenture among Poluyko, 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 Poluyko equal to the outstanding principal amount thereof. The Company consented to the assignment and registered

the transfer of the Assigned Debenture.

Debt Settlement and Share Issuance Agreement

On August 19, 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 Debenture (US$271,739.13) was settled, extinguished and discharged in full in exchange for

the issuance to the Assignee Debenture Holder of 33,968 shares of the Company’s common stock, par value $0.0001 per share (the “Common

Stock” and, such shares, the “Settlement Shares”). 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.

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, 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 holders of the

remaining February Debentures executed and delivered a Written Approval and Consent of Holders, dated as of August 19, 2026 (the “Holders’

Approval”), pursuant to which such holders, among other things, (i) approved and consented to the Assignment and the Settlement

Agreement for purposes of Section 8 of the February Debentures, and (ii) waived their rights to receive an equivalent offer or otherwise

to participate in the settlement under the equal treatment provisions of Section 9 of the February Debentures and Section 4.11 of the

February SPAs.

July Note Holder Consent

On August 19, 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 holder of the July Note for its fees and expenses incurred in connection with

the consent.

The waiver provided in the July Note Consent do not

extend to the anti-dilution provisions of the July Note. Accordingly, as a result of the issuance of the Settlement Shares at a price

below the fixed conversion price of the July Note, the conversion price of the July Note automatically adjusted to price per share at

which shares were issued in the Settlement Agreement pursuant to the terms of the July Note.

EPFA Consent

On August 19, 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, including with respect to any variable rate transaction thereunder, 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 Holders’ Approval, 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, 10.4 and 10.5,

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 Debenture, exclusively in exchange for the surrender, settlement and extinguishment of

the Assigned Debenture, 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 Debenture,

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 Debenture, dated as of August 19, 2026, by and among Igor Poluyko, the Assignee Debenture Holder and Sadot Group Inc.

10.2

Debt Settlement and Share Issuance Agreement, dated as of August 19, 2026, by and between Sadot Group Inc. and the Assignee Debenture Holder

10.3

Written Approval and Consent of Holders, dated as of August 19, 2026, by the holders of the 8% Unsecured OID Debentures party thereto

10.4

Form of Consent, Waiver and Acknowledgment, dated as of August 19, 2026, by and between Sadot Group Inc. and the holder party thereto.

10.5

Form of Consent, Waiver and Acknowledgment, dated as of August 19, 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 20, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: e7876_ex10-1.htm · Sequence: 2

EXHIBIT 10.1

ASSIGNMENT AND ASSUMPTION OF DEBENTURE

This ASSIGNMENT AND ASSUMPTION

OF DEBENTURE (this “Agreement”) is made and entered into as of August 19, 2026 (the “Effective Date”), by and

among Igor Poluyko, an individual (“Assignor”), 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 Purchase Agreement (as defined below).

RECITALS

WHEREAS, the Company and Assignor

are parties to that certain Securities Purchase Agreement, dated as of February 6, 2026 (the “Purchase Agreement”), pursuant

to which the Company issued and sold to Assignor that certain 8% Unsecured OID Debenture No. SSD-004, with an Original Issue Date of February

9, 2026, in the original principal amount of $271,739.13 (the “Debenture”);

WHEREAS, Assignor desires to sell,

assign and transfer to Assignee, and Assignee desires to purchase and assume from Assignor, all of Assignor’s right, title and interest

in and to the Debenture, upon the terms and subject to the conditions set forth herein; and

WHEREAS, Section 3(b) of the Debenture

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

transfers the 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 upon Assignor’s receipt of the Purchase Price (as defined below), Assignor hereby irrevocably

sells, assigns, transfers, conveys and delivers to Assignee all of Assignor’s right, title and interest in and to (a) the Debenture,

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

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

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

obligations under the Transaction Documents to the extent relating to the Debenture and arising from and after the Effective Date, and,

in accordance with Section 5.7 of the Purchase Agreement, agrees in writing to be bound, with respect to the 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 Assignor pursuant to Section 4 of the Debenture, which shares are retained by Assignor.

2. Purchase Price.

As consideration for the Assigned Rights, Assignee shall pay to Assignor on the Effective Date, by wire transfer of immediately available

funds to the account designated in writing by Assignor, an amount equal to $271,739.13, being the outstanding principal (face) amount

of the Debenture (the “Purchase Price”). The full Purchase Price shall be paid in cash on the Effective Date.

3. Representations and Warranties

of Assignor. Assignor represents and warrants to Assignee and the Company as of the date hereof and as of the Effective Date as

follows:

(a) Assignor is the sole

legal and beneficial owner of the Debenture, free and clear of all Liens, and Assignor has not previously sold, assigned, transferred,

pledged or otherwise disposed of the Debenture or any interest therein, in whole or in part.

(b) Assignor acquired

the 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 the Debenture at all times since such date.

at no time 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 the Debenture as of the date hereof is $271,739.13; the Debenture does not bear interest by its terms; and, to Assignor’s

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

(e) Assignor has full

legal capacity and authority to execute, deliver and perform this Agreement, and this Agreement constitutes the valid and binding obligation

of Assignor, enforceable against it in accordance with its terms.

(f) Assignor is not selling

the 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 the Debenture or the securities issuable in respect thereof, and did not acquire the

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

transfer of the 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, without service charge, in accordance with Section 3 of the Debenture; (b) confirms that, as of

the date hereof, the outstanding principal amount of the Debenture is $271,739.13, the Original Issue Date of the Debenture is February

9, 2026, and the full purchase price for the Debenture was received by the Company; (c) confirms that, other than any Event of Default

arising from the passage of the Maturity Date (which is being separately addressed by the parties), the Company has no claims, defenses,

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

knowledge, Assignor is not, and during the three (3) months preceding the date hereof has not been, an affiliate of the Company.

5. Representations and Warranties

of Assignee. Assignee represents and warrants to 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 the 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 Debenture 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 Debenture 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 the 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 the Debenture shall include the period during which the Debenture was held by Assignor, commencing on the

Original Issue Date of February 9, 2026.

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. 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 Debenture as of the Effective Date.

ASSIGNOR:

Igor Poluyko

By: /s/ Igor Poluyko

Name: Igor Poluyko

ASSIGNEE:

Shakawe Capital LLC

By: /s/ Dmitriy Shapiro

Name: Dmitriy Shapiro

Title: Manager

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

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: e7876_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 19, 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 to Igor Poluyko,

an individual (“Poluyko”), the Company’s 8% Unsecured OID Debenture No. SSD-004, with an Original Issue Date

of February 9, 2026, in the original principal amount of US$271,739.13 (the “Debenture”), issued pursuant to that certain

Securities Purchase Agreement, dated as of February 6, 2026 (the “Purchase Agreement”); the Debenture does not bear

interest by its terms, and the full purchase price therefor was paid to the Company in cash on or about February 9, 2026;

WHEREAS, the Debenture matured on May 30, 2026

and was not paid at maturity, whereupon the outstanding principal amount thereof became immediately due and payable and an Event of Default

under Section 6(a)(i) of the Debenture occurred and is continuing;

WHEREAS, pursuant to that certain Assignment

and Assumption of Debenture, dated as of August 19, 2026 (the “Assignment”), among Poluyko, the Creditor and the Company,

Poluyko sold, assigned and transferred to the Creditor all of Poluyko’s right, title and interest in and to the 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 the Debenture; Poluyko acquired the 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 the Debenture until the Assignment, and Poluyko was not, 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 Debenture is US$271,739.13, 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 Debenture in full by the issuance

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

number of such shares determined by reference to a twenty-five percent (25%) discount to the lowest closing price of the Common Stock

over a five (5) Trading Day measurement period (subject to a minimum price of $8.00 per 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 Debenture, 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, the holders of 100% of the outstanding

principal amount of the Debentures, constituting the approval required under Section 8 of the Debenture, have approved this Agreement

and the transactions contemplated hereby in writing and the holders of the other Debentures of the same series in satisfaction of the

equal-treatment requirements of Section 9 of the Debenture and Section 4.11 of the Purchase Agreement have consented to such transaction;

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 seventy-five percent (75%) of the lowest closing price of the Common Stock on the Principal Market during the Measurement

Period; provided, that in no event shall the Conversion Price be less than $8.00 per share (the “Floor Price”).

“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.

“Measurement

Period” means the five (5) consecutive Trading Days ending on, and including, the Trading Day immediately preceding 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$271,739.13, representing the entire outstanding principal amount of the Debenture. No interest or other amounts

are due thereunder.

“Settlement

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

the Settled Debt Amount by the Conversion Price and rounding up to the nearest whole share (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 Debenture 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 Debenture shall be deemed paid, settled, extinguished, and cancelled in full, the Debenture shall be surrendered to the

Company for cancellation (or, if lost, an affidavit 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 Debenture 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 shall be determined as of the Effective Date by dividing the Settled Debt Amount by the Conversion Price, rounded up

to the nearest whole share (no fractional shares being issuable), subject to the Beneficial Ownership Limitation and the Exchange Cap.

The Conversion Price shall be calculated by reference to the five (5) consecutive Trading Days ending on, and including, the Trading Day

immediately preceding the Effective Date, and shall in no event be less than the Floor Price. 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 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 Debenture,

in exchange for the surrender, settlement, and extinguishment of the Debenture 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 Debenture. The Parties acknowledge

and agree that (i) the 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 Debenture by assignment from Poluyko, which was not, 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 Debenture 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 the 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 Effective Date (1,320,015 shares) (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

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 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 the holders of 100% of the outstanding principal amount of the Debentures, constituting the approval required

under Section 8 of the Debenture, have approved this Agreement and the transactions contemplated hereby in writing. Each holder of the

other Debentures of the same series has waived its right to participate in the Settlement on the terms set forth herein, in satisfaction

of the equal-treatment requirements of Section 9 of the Debenture and Section 4.11 of the Purchase Agreement. The Parties acknowledge

and agree that this Agreement is a separate agreement negotiated separately with the Creditor, and nothing herein shall be construed as

the holders of the Debentures acting in concert or as a group.

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 Debenture. 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 Debenture 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 Debenture,

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$271,739.13 constitutes the entire outstanding principal amount of the Debenture,

that the Debenture does 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 Debenture 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 Debenture 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 Debenture.

The Creditor acquired the Debenture from Poluyko pursuant to the Assignment, for value, and is the sole legal and beneficial owner

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

acquired the Debenture directly from the Company on February 9, 2026 and held it continuously until the Assignment, and neither Poluyko

nor the Creditor has sold, assigned, transferred, hypothecated, participated, or otherwise conveyed, in whole or in part, any interest

in the Debenture other than pursuant to the Assignment. Neither the Creditor nor, to the Creditor’s knowledge, Poluyko 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 Debenture 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 Debenture.

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 Debenture 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:

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: e7876_ex10-3.htm · Sequence: 4

EXHIBIT 10.3

WRITTEN APPROVAL AND CONSENT OF HOLDERS

8% Unsecured OID Debentures of Sadot Group Inc.

This Written Approval and Consent of Holders

(this “Approval”), dated as of August 19, 2026, is delivered by each of the undersigned holders (each, a “Consenting

Holder” and, collectively, the “Consenting Holders”) of the 8% Unsecured OID Debentures of Sadot Group Inc.,

a Nevada corporation (the “Company”), issued February 9, 2026 in the aggregate original principal amount of $1,086,956.52

(collectively, the “Debentures”), of which Debentures Nos. SSD-001, SSD-002 and SSD-004 remain outstanding in the aggregate

principal amount of $815,217.39 (Debenture No. SSD-003 having been settled and extinguished on August 17, 2026), pursuant to those certain

Securities Purchase Agreements, each dated as of February 6, 2026, between the Company and the purchasers party thereto (each, a “Purchase

Agreement”). Each Consenting Holder holds the Debenture identified below its signature hereto (as to such Consenting Holder,

its “Debenture”), each in the original principal amount of $271,739.13. Capitalized terms used but not defined herein

have the meanings given in the Debentures or the Purchase Agreements.

RECITALS

WHEREAS, Igor Poluyko, the holder of Debenture

No. SSD-004 (the “Poluyko Debenture”), proposes to assign the Poluyko Debenture to Shakawe Capital LLC, a Wyoming limited

liability company (“Shakawe”), pursuant to an Assignment and Assumption of Debenture by and among Igor Poluyko, Shakawe

and, solely for certain specified purposes, the Company (the “Assignment”);

WHEREAS, the Company and Shakawe propose to

enter into a Debt Settlement and Share Issuance Agreement with respect to the Poluyko Debenture, substantially in the form attached hereto

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

Poluyko Debenture (US$271,739.13) will be settled, extinguished and discharged in full in exchange for the issuance to Shakawe of shares

of the Company’s Common Stock at a price equal to seventy-five percent (75%) of the lowest closing price of the Common Stock during

the five (5) consecutive Trading Days immediately preceding the date of the Settlement Agreement (provided, that such price shall not

be less than $8.00 per share), subject to a 4.99% (increasable to 9.99%) beneficial ownership limitation, a 19.99% exchange cap in accordance

with Nasdaq Listing Rule 5635(d), a daily leak-out limitation of 15% of the daily trading volume of the Common Stock, and the other terms

and conditions set forth therein (the “Settlement”);

WHEREAS, Section 8 of each Debenture provides

that any amendment to a Debenture (and any waiver or consent with respect thereto) shall be binding upon all Holders if approved in writing

by Holders of at least 50% plus $1.00 of the then outstanding principal amount of the Debentures; and

WHEREAS, pursuant to Section 9 of the Debentures

and Section 4.11 of the Purchase Agreements, the Company would otherwise be required to offer to each Consenting Holder the opportunity

to settle its own Debenture on terms equivalent in all material respects to those of the Settlement (as to each Consenting Holder, its

“Right to Participate”), and each Consenting Holder desires to waive its Right to Participate and to consent to the

Settlement as provided herein; and

WHEREAS, the Debentures matured on May 30,

2026 and remain outstanding, and the Maturity Date of each Debenture was extended to October 31, 2026 pursuant to a Written Approval and

Consent of Holders dated as of August 17, 2026 (the “Prior Approval”).

NOW, THEREFORE, for good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, each Consenting Holder, severally and not jointly, hereby agrees as follows:

1. Approval and Consent. Each Consenting Holder,

in its capacity as a Holder of the Debentures, hereby irrevocably approves and consents in writing, for purposes of Section 8 of the Debentures

and for all other purposes of the Transaction Documents, to (a) the Assignment, (b) the execution, delivery and performance by the Company

of the Settlement Agreement, including, without limitation, the settlement and extinguishment of the Poluyko Debenture and the issuance

of shares of Common Stock to Shakawe thereunder, and (c) to the extent required, each of the other transactions contemplated by the Assignment

and the Settlement Agreement. This Approval shall constitute the written approval of each Consenting Holder for purposes of Section 8

of the Debentures with respect to the Settlement, and the Consenting Holders, together with Shakawe (as assignee of the Poluyko Debenture),

hold at least 50% plus $1.00 of the outstanding principal amount of the Debentures.

2. Maturity Date; Prior Approval. Each Consenting

Holder hereby confirms that the Maturity Date of its Debenture is October 31, 2026, as amended pursuant to the Prior Approval, and reaffirms

its waiver of any Event of Default under Section 6(a)(i) of its Debenture arising solely from the non-payment of the principal amount

thereof on or prior to the Maturity Date in effect prior to such amendment. Except as expressly set forth in this Section 2, the terms

of each Debenture remain in full force and effect.

3. Waiver of Right to Participate; Equal Treatment.

Each Consenting Holder hereby irrevocably waives its Right to Participate and any right to receive an equivalent offer, and to settle,

exchange or convert its own Debenture on terms equivalent to those of the Settlement, and acknowledges and agrees that the Company’s

obligations under Section 9 of the Debentures and Section 4.11 of the Purchase Agreements with respect to the Settlement have been satisfied

in full or are hereby waived. Each Consenting Holder, on behalf of itself and its successors and assigns, hereby waives any claim, right

or remedy under Section 9 of the Debentures or Section 4.11 of the Purchase Agreements arising out of or relating to the Assignment, the

Settlement Agreement, the Settlement or the transactions contemplated thereby. For the avoidance of doubt, nothing herein obligates any

Consenting Holder to participate in the Settlement, and each Consenting Holder has elected not to do so.

4. No Other Waiver; Reservation of Rights. Except

as expressly set forth herein, nothing in this Approval shall constitute a waiver, amendment or modification of any provision of any Consenting

Holder’s Debenture, any Purchase Agreement or any other Transaction Document, or of any right or remedy of any Consenting Holder

thereunder, all of which are expressly reserved, including, without limitation, each Consenting Holder’s rights in respect of the

outstanding principal amount of its Debenture.

5. Representations. Each Consenting Holder,

severally and not jointly, and solely as to itself and its own Debenture, represents and warrants that (a) it is the sole legal and beneficial

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

or any interest therein, (b) the outstanding principal amount of its Debenture as of the date hereof is $271,739.13, and (c) it has full

power and authority to execute and deliver this Approval, and this Approval constitutes the valid and binding obligation of such Consenting

Holder, enforceable against such Consenting Holder in accordance with its terms.

6. Miscellaneous. This Approval 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, and

the exclusive jurisdiction and waiver of jury trial provisions of Section 7(d) of the Debentures shall apply hereto, mutatis mutandis.

This Approval may be executed in any number of 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, and shall be effective as to each Consenting

Holder upon such Consenting Holder’s execution and delivery of its counterpart to the Company; the obligations of the Consenting

Holders hereunder are several and not joint, and no Consenting Holder shall be responsible for the obligations, representations or execution

of any other Consenting Holder. This Approval shall be irrevocable as to each Consenting Holder upon delivery of its executed counterpart

to the Company, shall be binding upon each Consenting Holder and its successors and assigns, and shall inure to the benefit of the Company,

Shakawe and their respective successors and assigns.

IN WITNESS WHEREOF, each of the undersigned

has executed this Written Approval and Consent of Holders as of the date first written above.

CONSENTING HOLDER Debenture No. SSD-001:

Cecilia Castro

Harding Castro

Cecilia and Harding Castro, as tenants in common

CONSENTING HOLDER Debenture No. SSD-002:

622 CAPITAL, LLC

By:

Name: Gary Clyburn Jr.

Title: Manager

Acknowledged and agreed:

SADOT GROUP INC.

By:

Name: Haggai Ravid

Title: Chief Executive Officer

Exhibit A — Form of Debt Settlement and

Share Issuance Agreement (Debenture No. SSD-004) [to be attached]

EX-10.4 — EXHIBIT 10.4

EX-10.4

Filename: e7876_ex10-4.htm · Sequence: 5

EXHIBIT 10.4

FORM OF CONSENT, WAIVER AND ACKNOWLEDGMENT

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

dated as of August 19, 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 Nos. SSD-001, SSD-002 and SSD-004 remain outstanding in the aggregate principal amount of $815,217.39 (No. SSD-003 having been

settled and extinguished on August 17, 2026 pursuant to the transactions consented to by the Holder under that certain Consent, Waiver

and Acknowledgment, dated as of August 17, 2026 (the “Prior Consent”), the Company having provided the Holder the notice required

by Section 2 of the Prior Consent with respect to the Proposed Transactions (as defined below)), 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, Igor Poluyko, the holder of February

Debenture No. SSD-004 (the “Assigned Debenture”), proposes to assign such February Debenture to Shakawe Capital LLC,

a Wyoming limited liability company (“Shakawe”), pursuant to an Assignment and Assumption of Debenture, substantially

in the form attached hereto as Exhibit A (the “Assignment”);

WHEREAS, the Company and Shakawe propose to

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

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

Assigned Debenture (US$271,739.13) 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 shares of Common Stock (the “Settlement

Shares”) at a price equal to seventy-five percent (75%) of the lowest closing price of the Common Stock during the five (5)

consecutive trading days immediately preceding the date of the Settlement Agreement, provided, that, such price shall not be a price less

than $8.00 per share, 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 (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,

the holders of February Debentures Nos. SSD-001 and SSD-002 have executed (or are executing concurrently herewith) a Written Approval

and Consent of Holders, substantially in the form attached hereto as Exhibit C (the “Holders’ Approval”),

pursuant to which such holders, among other things, approve and consent to the Assignment and the Settlement and waive any right to receive

an equivalent offer or otherwise to participate in the Settlement under Section 9 of the February Debentures and Section 4.11 of the February

SPAs, 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 Debenture No. SSD-004 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 a price per share lower than $8.00 and that such Proposed Transactions may only be consummated following the date of this Agreement

until September 30, 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 Settlement Agreement provides for the issuance of Settlement Shares at a price that varies with the trading

prices of the Common Stock and, to the extent the Settlement Agreement or any of the Proposed Transactions 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 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 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. 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 seventy-five percent (75%) of the measuring price set forth in the form attached as Exhibit B, or extends the five (5) trading day

measuring period, (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.

5. 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.

6. 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.

7. 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.

8. 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 Debenture [to be attached]

Exhibit B — Form of Debt Settlement and Share

Issuance Agreement (February Debenture No. SSD-004) [to be attached]

Exhibit C — Form of Written Approval and Consent

of Holders (SSD Series) [to be attached]

EX-10.5 — EXHIBIT 10.5

EX-10.5

Filename: e7876_ex10-5.htm · Sequence: 6

EXHIBIT 10.5

FORM OF CONSENT, WAIVER AND ACKNOWLEDGMENT

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

dated as of August 19, 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 Nos. SSD-001, SSD-002 and SSD-004 remain outstanding in the aggregate principal amount of $815,217.39 (No. SSD-003 having been

settled and extinguished on August 17, 2026), 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”);