Form 8-K

8-K — Sadot Group Inc.

Accession: 0001731122-26-001256

Filed: 2026-09-17

Period: 2026-09-15

CIK: 0001701756

SIC: 5810 (RETAIL-EATING & DRINKING PLACES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — e7957_8-k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (e7957_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (e7957_ex10-2.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: e7957_8-k.htm · Sequence: 1

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0001701756

2026-09-15

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 15, 2026

SADOT

GROUP INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-39223

47-2555533

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

295

E. Renfro Street, Suite 300, Burleson, Texas 76028

(Address of principal executive offices, including zip code)

(832)

604-9568

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered

pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock,

$0.0001 par value per share

SDOT

The Nasdaq

Stock Market LLC

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 5.02 Departure of Directors or Certain Officers;

Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Transition of Chagay Ravid.

Effective September 15, 2026,

Chagay Ravid ceased serving as Chief Executive Officer and as Interim Chief Financial Officer of Sadot Group Inc. (the “Company”),

and his designations as the Company’s principal executive officer, principal financial officer and principal accounting officer

terminated. Mr. Ravid also resigned, effective the same date, from each other office he held with the Company and from each office and

directorship he held with the Company’s subsidiaries.

Mr. Ravid’s transition

was by mutual agreement with the Company and did not result from any disagreement with the Company on any matter relating to the Company’s

operations, policies or practices. Mr. Ravid continues to serve as a member of the Company’s Board of Directors (the “Board”)

and, effective September 15, 2026, was appointed Executive Director of the Company, an executive officer position reporting to the Chief

Executive Officer. Mr. Ravid, age 65, has served as a director of the Company and served as Chief Executive Officer from May 28, 2025

and as Interim Chief Financial Officer from August 21, 2026, in each case until September 15, 2026. Information concerning Mr. Ravid’s

compensatory arrangements is set forth under Item 5.02(e) below.

Appointment of Michael D. Murray as Chief Executive

Officer and Chief Financial Officer.

On September 15, 2026, the Board

appointed Michael D. Murray as Chief Executive Officer and Chief Financial Officer of the Company, effective September 15, 2026, and designated

Mr. Murray as the Company’s principal executive officer, principal financial officer and principal accounting officer. Mr. Murray

was not appointed to the Board.

Mr. Murray, age 57, has served

as Chief Executive Officer of GBT Tokenize Corp. since June 2022. From November 2024 to February 2026, Mr. Murray served as Chief Executive

Officer and principal financial officer of GBT Technologies Inc. From April 2015 to June 2022, Mr. Murray served in various executive

and board positions with GBT Technologies Inc. and its predecessor, including as Chairman, Chief Executive Officer, President and a director.

Mr. Murray has more than 25 years of professional experience in finance, mortgage banking, real estate brokerage, sales and development.

He previously served as Chief Executive Officer of Home Plus Financial, Inc. and as President of Home Plus Construction, Inc., and has

served as a consultant and managing broker since 2013. Mr. Murray holds a Master of Arts in Public Relations and a Bachelor of Arts in

Political Science from California Baptist University, as well as associate degrees in Real Estate, Business, Social Science, and Arts

and Humanities from Palomar College.

There is no family relationship

between Mr. Murray and any director or executive officer of the Company. There is no arrangement or understanding between Mr. Murray and

any other person pursuant to which he was appointed as an officer of the Company. There are no transactions involving Mr. Murray that

would require disclosure under Item 404(a) of Regulation S-K.

In connection with his appointment,

the Company and Mr. Murray entered into an Employment Agreement (the “Murray Agreement”). The Murray Agreement provides for

an annual base salary of $200,000; eligibility for an annual performance bonus based on objectives to be mutually agreed between Mr. Murray

and the Board; and an award of restricted shares of the Company’s common stock having an aggregate grant date fair value of $100,000,

to be granted under the Company’s 2026 Stock Incentive Plan in a number equal to $100,000 divided by the closing price of the Company’s

common stock on Mr. Murray’s start date, vesting in four equal quarterly installments commencing October 1, 2026, subject to his

continued employment through each vesting date. Mr. Murray is also entitled to participate in the Company’s employee benefit plans

and to reimbursement of business expenses.

Either party may terminate the

Murray Agreement upon thirty days’ prior written notice, and the Company may terminate Mr. Murray’s employment for Cause (as

defined in the Murray Agreement) effective immediately. If the Company terminates Mr. Murray’s employment without Cause, or if Mr.

Murray resigns for Good Reason (as defined in the Murray Agreement), and subject to his execution of a general release and continued compliance

with the Murray Agreement, he is entitled to severance equal to twelve months of base salary, payable in installments over twelve months.

Unvested restricted shares are forfeited upon termination of employment. The Murray Agreement also contains confidentiality, non-solicitation,

non-competition and intellectual property assignment covenants, and provides that all compensation payable thereunder is subject to the

Company’s compensation recovery policy adopted pursuant to Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), and Nasdaq Listing Rule 5608.

The foregoing description of

the Murray Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Murray Agreement,

a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Amendment No. 1 to Ravid Employment Agreement.

On September 15, 2026, in connection

with the transition described under Item 5.02(b) above, the Company and Mr. Ravid entered into Amendment No. 1 (the “Ravid Amendment”)

to his Employment Agreement effective as of May 28, 2025 (the “Ravid Employment Agreement”). The Ravid Amendment provides

that Mr. Ravid ceases serving as Chief Executive Officer and Interim Chief Financial Officer and is appointed Executive Director, and

amends the Ravid Employment Agreement so that references to his service as Chief Executive Officer mean service as Executive Director.

The Ravid Amendment does not

change Mr. Ravid’s compensation or benefits. He continues to receive an annual base salary of $200,000 and to be eligible for the

benefits, expense reimbursement, performance bonus eligibility, severance rights and vacation entitlement provided under the Ravid Employment

Agreement, and his outstanding restricted stock award continues to vest in accordance with its terms. The Ravid Amendment does not create

any new equity grant and does not modify any outstanding equity award. The Ravid Amendment further provides that the change in Mr. Ravid’s

title and duties does not constitute a termination of employment, a termination by the Company without Cause or a resignation by Mr. Ravid

for Good Reason, and includes a waiver by Mr. Ravid of claims arising from the transition, transition and cooperation covenants, and confirmation

that compensation paid to Mr. Ravid remains subject to the Company’s compensation recovery policy.

The foregoing description of

the Ravid Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Ravid Amendment,

a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K

contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the

Exchange Act, including statements regarding the Company’s executive leadership transition and the satisfaction of the conditions

to Mr. Murray’s commencement of employment. These statements are based on the Company’s current expectations and are subject

to risks and uncertainties that could cause actual results to differ materially, including those described under “Risk Factors”

in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and its subsequent filings with the Securities

and Exchange Commission. Forward-looking statements speak only as of the date of this report, and the Company undertakes no obligation

to update them except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Employment Agreement, dated September 15, 2026, between Sadot Group Inc. and Michael D. Murray

10.2

Amendment No. 1 to Employment Agreement, dated September 15, 2026, between Sadot Group Inc. and Chagay Ravid

104

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

SIGNATURE

Pursuant to the requirements of the Securities Exchange

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

SADOT GROUP INC.

By:

/s/ Michael D. Murray

Name:

Michael D. Murray

Title:

Chief Executive Officer and Chief Financial Officer

Date: September 17, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: e7957_ex10-1.htm · Sequence: 2

EXHIBIT 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this

“Agreement”) is made by and between Sadot Group Inc. (“SDOT”) a Nevada corporation (the “Company”)

with an address located at 300 E. Renfro Street, Suite 300, Burleson, Texas 76028, and Michael D. Murray (“Employee”), as

of September 15, 2026 (the “Effective Date”).

WHEREAS, the Company has offered

employment to Employee and the parties wish to enter into this Agreement to document the terms and conditions of their relationship;

WHEREAS, the Compensation Committee

of the Board of Directors of the Company, composed solely of independent directors, approved Employee’s appointment as an executive

officer, this Agreement and the compensation provided for herein on September 15, 2026, in accordance with Nasdaq Listing Rule 5605(d)(3),

and Employee was not present during the deliberations or voting concerning Employee’s own compensation;

NOW THEREFORE, in consideration

of the foregoing, the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE 1 – EMPLOYMENT TERMS

1.1 Employment. The Employee’s

commencement of employment is contingent upon satisfactory completion of a background check to be conducted by the Company and the accuracy

in all material respects of the representations set forth in Section 1.6 (the “Start Date”). If the foregoing conditions are

not satisfied to the reasonable satisfaction of the Company on or before September 15, 2026, this Agreement shall terminate automatically

and be of no further force or effect, and neither party shall have any liability to the other hereunder. Commencing on the Start Date,

the Company shall employ Employee, and Employee shall serve the Company as Chief Executive Officer and Chief Financial Officer, upon the

terms and conditions set forth in this Agreement. Employee shall be designated the Company’s “principal executive officer,”

“principal financial officer” and “principal accounting officer” for purposes of the Securities Exchange Act of

1934, as amended (the “Exchange Act”). Employee acknowledges that Employee’s service as Chief Financial Officer is transitional,

and that the Board of Directors may at any time appoint a separate Chief Financial Officer, principal financial officer or principal accounting

officer. Any such appointment, and any resulting change in Employee’s titles, duties, reporting relationships or Exchange Act designations,

shall not constitute Good Reason, a breach of this Agreement or a termination of Employee’s employment. Employee shall not serve

as a director of the Company by virtue of this Agreement, and nothing in this Agreement shall constitute or require Employee’s appointment

or election to the Board of Directors. Employee shall have such authority and responsibilities consistent with Employee’s positions.

Employee’s principal place of employment shall be the Company’s principal executive offices in Burleson, Texas. Employee shall

devote Employee’s business time, attention, skill and efforts to the performance of Employee’s duties hereunder, except during

periods of illness or periods of vacation and leaves of absence consistent with Company policy. Employee shall not, without the prior

written approval of the Board of Directors, serve as a director, officer, employee or consultant of any other business enterprise or accept

any compensation from any person other than the Company in connection with Employee’s service to the Company. Employee’s employment

is at will, and this Agreement may be terminated as provided in Section 1.3, subject only to the severance provisions of Section 1.4.2.

1.2 Compensation and Benefits.

1.2.1 Salary. The Company

shall pay Employee base salary at the rate of $200,000 per year (the “Base Salary”), subject to any withholdings and deductions

required by applicable law.

1.2.2 Benefits. Employee

shall be entitled to participate in the employee benefit plans of the Company, as presently in effect or as they may be modified or added

to from time to time, in each case subject to the terms, conditions and eligibility requirements of such plans and to the Company’s

right to amend, modify or terminate any such plan at any time. Employee shall also be provided with vacation in accordance with Section

3.13 and sick leave in accordance with Company policy. In addition, Employee will be eligible to participate in the Company’s health,

disability and 401(k) plans, if and to the extent maintained by the Company, on terms no less favorable than those made available to the

Company’s other executive officers. Nothing in this Section 1.2.2 shall obligate the Company to adopt or maintain any particular

plan or level of coverage.

1.2.3 Expense Reimbursement.

The Company shall reimburse Employee for all reasonable ordinary and necessary travel and other expenses related to Employee’s

duties that are incurred and accounted for in accordance with the policies of the Company. Employee shall submit requests for reimbursement

no later than ninety (90) days after the expense is incurred, and the Company shall make reimbursement no later than the last day of the

calendar year following the calendar year in which the expense was incurred. The amount of expenses eligible for reimbursement in any

one calendar year shall not affect the amount eligible for reimbursement in any other calendar year, and no right to reimbursement shall

be subject to liquidation or exchange for any other benefit.

1.2.4 Equity. As soon

as practicable following the Start Date, and subject to approval by the Compensation Committee of the Board of Directors, the Company

shall grant Employee an award of restricted shares of the Company’s common stock, $0.0001 par value per share, having an aggregate

grant date fair value of $100,000 (the “Restricted Shares”). The Restricted Shares shall be granted under, and shall be subject

in all respects to the terms and conditions of, the Company’s 2026 Stock Incentive Plan (the “Plan”), which was approved

by the Company’s stockholders on September 10, 2026, and a restricted stock award agreement in the form approved by the Compensation

Committee (the “Award Agreement”). The number of Restricted Shares shall equal $100,000 divided by the closing price of the

Company’s common stock as reported by The Nasdaq Stock Market on the Start Date (or, if the Start Date is not a trading day, on

the last trading day immediately preceding the Start Date), rounded down to the nearest whole share. The Restricted Shares shall vest

in four (4) equal quarterly installments, commencing October 1, 2026, subject in each case to Employee’s continued employment with

the Company through the applicable vesting date. Any Restricted Shares that have not vested as of the date Employee’s employment

terminates shall be forfeited automatically and without consideration. In the event of any conflict between this Agreement and the Plan

or the Award Agreement, the Plan and the Award Agreement shall control. Employee acknowledges that, until the shares reserved under the

Plan are registered on a Registration Statement on Form S-8, the Restricted Shares will constitute “restricted securities”

within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), will bear a restrictive

legend, and may be resold only pursuant to an effective registration statement or an available exemption from registration.

1.2.5 Performance Bonus. Employee

shall be eligible for an annual performance bonus based on performance objectives to be mutually agreed upon by the Board of Directors

and Employee as soon as practicable after the Effective Date.

1.2.6 Key Person Insurance.

Employee agrees to cooperate with the Company in obtaining key person life and disability insurance policies on Employee’s life

where the Company is the beneficiary. Such cooperation includes, but is not limited to, submitting to medical examinations, providing

requested health information, and executing necessary documents, all at the Company’s expense.

1.2.7 Securities Law Compliance;

Company Policies. Employee acknowledges that the Company is a reporting company whose common stock is listed on The Nasdaq Stock Market,

and agrees to comply with, and to execute any acknowledgment reasonably requested by the Company with respect to, the Company’s

insider trading policy (including all trading windows, pre-clearance requirements and restrictions on hedging and pledging Company securities),

code of business conduct and ethics, clawback policy adopted pursuant to Rule 10D-1 under the Exchange Act and Nasdaq Listing Rule 5608,

related person transaction policy, Regulation FD policy and disclosure controls and procedures, each as in effect and as amended from

time to time. Employee shall timely prepare and file all reports required of Employee under Section 16(a) of the Exchange Act, including

an initial statement of beneficial ownership on Form 3 within ten (10) days after becoming an officer, and acknowledges that the Company’s

assistance with such filings does not relieve Employee of Employee’s personal responsibility for them and that Employee remains

subject to Section 16(b). Employee shall not communicate material nonpublic information regarding the Company to any person except in

accordance with Regulation FD and the Company’s policies. Employee acknowledges that Section 402 of the Sarbanes-Oxley Act of 2002

prohibits the Company from extending or arranging any personal loan to Employee, and no such loan shall be made.

1.2.8 Certifications; Disclosure

Controls and Internal Control Over Financial Reporting. Employee shall execute the certifications required of the Company’s

principal executive officer and principal financial officer under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14

and 15d-14 under the Exchange Act with respect to each periodic report filed by the Company during Employee’s employment, in each

case after conducting the evaluation required thereby. Employee shall establish, maintain and evaluate the Company’s disclosure

controls and procedures and internal control over financial reporting in accordance with Rules 13a-15 and 15d-15 under the Exchange Act,

shall promptly disclose to the Company’s independent registered public accounting firm and the Audit Committee all significant deficiencies

and material weaknesses in the design or operation of internal control over financial reporting and any fraud, whether or not material,

that involves management or other employees who have a significant role in such internal control, and shall not, directly or indirectly,

take any action to coerce, manipulate, mislead or fraudulently influence any accountant engaged in an audit or review of the Company’s

financial statements, in violation of Rule 13b2-2 under the Exchange Act. Employee acknowledges that, for so long as Employee holds both

the office of Chief Executive Officer and the office of Chief Financial Officer, Employee shall cooperate with the Audit Committee in

designing and implementing compensating controls appropriate to that concentration of responsibility.

1.3 Termination of Employment.

1.3.1 Automatic Termination.

This Agreement and Employee’s employment with the Company shall terminate automatically upon the death or Permanent Disability

(as hereinafter defined) of Employee. As used in this Section 1.3.1, the term “Permanent Disability” shall mean that the Board

of Directors has made a good faith and reasonable determination that Employee has become physically or mentally incapacitated or disabled

such that he is unable to perform for the Company substantially the same services material to his employment as he performed prior to

such incapacity or disability, with or without reasonable accommodation, and such incapacity or disability exists for an aggregate of

ninety (90) days during any twelve (12) calendar month period. In connection with making such determination, the Company, at its sole

option and expense, shall be entitled to select and retain a physician to confirm the existence of such incapacity or disability and the

determination by such physician shall be binding on the Parties with respect to the existence, or lack thereof, of an incapacity or disability

for purposes of this Agreement. Nothing in this Section 1.3.1 shall limit the Company’s obligations, or Employee’s rights,

under the Americans with Disabilities Act, the Family and Medical Leave Act or any other applicable law, and the Company shall engage

in the interactive process and provide reasonable accommodation to the extent required thereby.

1.3.2 Termination by the Company

for Cause. This Agreement and Employee’s employment with the Company may be terminated by the Company at any time for Cause

(as hereinafter defined). As used in this Section 1.3.2 the term “Cause” shall mean that Employee:

(i) has been convicted of a felony or has

entered a plea of guilty or nolo contendere to a felony;

(ii) has breached the provisions of Article

2 hereof;

(iii) has reported to work under the influence

of alcohol or any illegal drug, or otherwise in violation of the Company’s substance abuse policy, in a manner that impairs Employee’s

ability to perform Employee’s duties;

(iv) has engaged in misconduct that causes

material injury to the Company;

(v) has committed any act of fraud, embezzlement,

misappropriation, dishonesty or breach of trust involving the Company or any of its subsidiaries, or has committed any other act involving

moral turpitude;

(vi) has continually or deliberately neglected

the performance of his material duties or has failed to follow directives of the Company or the Board of Directors in any material respect;

(vii) has breached any material provision

of this Agreement;

(viii) has violated any Company policy or

code of conduct;

(ix) has failed to obtain or maintain any

license, permit, or certification required for Employee’s position;

(x) has breached any fiduciary duty owed

to the Company;

(xi) has engaged in any activity that competes

with the Company’s business during the term of employment; or

(xii) has made any unauthorized public statements

that materially damage the Company’s reputation or business interests.

(xiii) has failed or refused to execute

any certification required of the Company’s principal executive officer or principal financial officer under Sections 302 or 906

of the Sarbanes-Oxley Act of 2002, or has executed any such certification that Employee knew or, in the exercise of reasonable diligence,

should have known was false or misleading in any material respect;

(xiv) is or becomes subject to any order,

judgment or decree of the type described in Item 401(f) of Regulation S-K, to any disqualifying event described in Rule 506(d)(1) under

the Securities Act, or to any bar, suspension, censure or other disqualification imposed by the Securities and Exchange Commission, The

Nasdaq Stock Market or any other self-regulatory organization; or

(xv) has failed or refused to cooperate

with any internal investigation authorized by the Board of Directors or the Audit Committee, or with any investigation, inquiry, examination

or audit by the Securities and Exchange Commission, The Nasdaq Stock Market, the Company’s independent registered public accounting

firm or any other governmental or regulatory authority.

In the case of termination for

Cause under clause (vi), (vii) or (viii) of this Section 1.3.2, Employee shall be given written notice of the Company’s intent to

terminate his employment for Cause and the opportunity within thirty (30) days after the receipt of such notice to remedy or correct the

acts or failures to act described in such notice, to the extent such acts or failures to act are reasonably susceptible of cure; however,

the Company shall not be required to give such opportunity to cure the same conduct more than once during any twelve (12) month period.

No notice or opportunity to cure shall be required with respect to any other clause of this Section 1.3.2. A determination that Cause

exists shall be made by the Board of Directors, excluding Employee if Employee is then serving as a director. Pending any such determination,

the Company may suspend Employee from any or all of Employee’s duties, titles, designations and access to Company systems, premises

and records, with continued payment of Base Salary, and no such suspension shall constitute Good Reason or a termination of Employee’s

employment.

1.3.3 Termination by Mutual

Agreement. This Agreement may be terminated at any time by the mutual written agreement of the Company and Employee.

1.3.4 Termination by Either

Party. This Agreement and Employee’s employment may be terminated by the Company at any time, with or without Cause, and by

Employee at any time, with or without Good Reason, in each case upon thirty (30) days’ prior written notice to the other Party;

provided that the Company may terminate Employee’s employment for Cause effective immediately upon written notice as provided in

Section 1.3.2. During any notice period the Company may, in its sole discretion, relieve Employee of any or all duties and titles, or

pay Base Salary in lieu of all or any portion of the notice period, and no such action shall constitute Good Reason. Any termination under

this Section 1.3.4 is subject to the severance provisions set forth in Section 1.4.2. Upon termination, Employee shall receive any accrued

but unpaid salary and benefits through the date of termination; provided, however, that if Employee’s employment is terminated by

the Company for Cause (as defined in Section 1.3.2), Employee shall forfeit all unvested Restricted Shares as of the date of termination.

For the avoidance of doubt, and as provided in Section 1.2.4, the Restricted Shares vest only if Employee remains employed through the

applicable vesting date, and any Restricted Shares that are unvested on the date of any termination of employment shall be forfeited.

1.3.5 Termination for Good

Reason. Employee may resign and terminate this Agreement for Good Reason (as defined below); provided, however, that Employee must

deliver written notice to the Company specifying in reasonable detail the condition alleged to constitute Good Reason within thirty (30)

days after Employee first becomes aware of the existence of such condition, and that upon notice of Employee’s decision to terminate

for Good Reason, the Company shall have thirty (30) days in which to cure such Good Reason. If the Company fails to cure such Good Reason

within thirty (30) days, Employee may resign and terminate this Agreement for Good Reason by written notice of termination delivered within

thirty (30) days after the end of such cure period, failing which Employee shall be deemed to have waived the condition described in Employee’s

notice. For purposes of this Agreement, “Good Reason” shall mean any material breach by the Company of any provision of this

Agreement that is not cured in accordance with this Section 1.3.5. For the avoidance of doubt, none of the following shall constitute

Good Reason: (a) the appointment of a separate Chief Financial Officer, principal financial officer or principal accounting officer and

any resulting change in Employee’s titles, duties, reporting relationships or Exchange Act designations, as contemplated by Section

1.1; (b) any suspension permitted by Section 1.3.2; (c) any recovery of compensation under Section 1.4.3; or (d) any action taken by the

Company in good faith to comply with applicable law, the rules of The Nasdaq Stock Market or any Company policy required thereby.

1.4 Payments Upon Termination.

1.4.1 Generally. Except

as set forth in Section 1.4.2 below, if Employee’s employment terminates for any reason, whether voluntary or otherwise, all of

Employee’s Base Salary, bonuses, and other compensation shall cease as of the date of such termination and the obligations of the

Company under this Agreement to make any further payments to Employee, except for payments of any accrued Base Salary and benefits due

to Employee as of the effective date of the termination of Employee’s employment, shall cease and terminate.

1.4.2 Severance. If Employee’s

termination is by the Company without Cause or by Employee for Good Reason and, in each case; (a) Employee executes a general release

(the “Release”) in favor of the Company, its parent, subsidiaries and their affiliates in form and substance satisfactory

to the Company within the period specified by the Company, which period shall not exceed fifty-five (55) days following the date of termination,

and such Release becomes effective and is not revoked; and (b) Employee complies with the terms of this Agreement and the Release, Employee

shall receive severance pay equal to 12 months of Base Salary at the rate in effect on the date of termination of employment, subject

to applicable tax and other withholdings. Severance pay will be paid in equal installments over a period of 12 months following the date

of termination of employment in accordance with the Company’s regular payroll calendar, provided that the first payment will be

made on the 30th day following the date of termination of employment and will include any installments that would otherwise have been

paid since the date of termination of employment. Notwithstanding the foregoing, if the period during which Employee may consider, execute

and revoke the Release spans two calendar years, the first payment shall be made in the later of the two calendar years. Each installment

of severance pay shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended

(“Section 409A”), and the parties intend that severance pay qualify, to the maximum extent possible, for the short-term deferral

exception under Treasury Regulation Section 1.409A-1(b)(4) and the separation pay exception under Treasury Regulation Section 1.409A-1(b)(9)(iii).

The Release shall not waive, and nothing in this Section 1.4.2 shall limit, any right protected by Section 2.1.5. If Employee materially

breaches Article 2 or the Release and fails to cure such breach, to the extent curable, within ten (10) days after written notice from

the Company, the Company’s obligation to pay any unpaid severance shall cease.

1.4.3 Clawback. All compensation

payable or paid under this Agreement, including Base Salary, any bonus under Section 1.2.5 and the Restricted Shares, is and shall be

subject to (a) the Company’s compensation recovery policy adopted pursuant to Rule 10D-1 under the Exchange Act and Nasdaq Listing

Rule 5608, as in effect and as amended from time to time, (b) Section 304 of the Sarbanes-Oxley Act of 2002, and (c) any other clawback,

recoupment or forfeiture policy adopted by the Company or required by applicable law or the rules of any national securities exchange

on which the Company’s securities are then listed. Employee acknowledges that recovery of erroneously awarded incentive-based compensation

under the policy described in clause (a) is mandatory and applies without regard to Employee’s fault or responsibility for the accounting

restatement giving rise to such recovery. In addition to, and without limiting, the foregoing: in the event that the Company is required

to prepare an accounting restatement due to Employee’s intentional misconduct or gross negligence, or if Employee is terminated

for Cause in accordance with Section 1.3.2, the Company may, in its sole discretion, seek to recover from Employee any bonus payments,

equity compensation, or other incentive compensation paid to Employee during the 12-month period preceding the events giving rise to such

restatement or termination for Cause. Employee shall promptly execute and deliver any documents, and take any other action, reasonably

requested by the Company to effect recovery under this Section 1.4.3. No indemnification, advancement of expenses or insurance provided

or procured by the Company shall apply to any amount recovered under this Section 1.4.3 or under Section 304 of the Sarbanes-Oxley Act

of 2002, and Employee waives any right to be so indemnified, advanced or insured. Any recovery under this Section 1.4.3 shall not constitute

Good Reason or a breach of this Agreement by the Company.

1.5 Section 409A. The

parties intend that all payments and benefits under this Agreement be exempt from, or comply with, Section 409A, and this Agreement shall

be interpreted accordingly. References in this Agreement to a termination of employment shall mean a “separation from service”

within the meaning of Treasury Regulation Section 1.409A-1(h). Employee acknowledges that, because the Company’s common stock is

publicly traded, Employee is expected to be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i). Accordingly,

if and to the extent any payment under this Agreement constitutes nonqualified deferred compensation subject to Section 409A that is payable

on account of Employee’s separation from service, such payment shall not be made before the date that is six (6) months after the

date of separation from service (or, if earlier, the date of Employee’s death), and any payments so delayed shall be paid in a lump

sum on the first business day following the end of such period. In no event may Employee, directly or indirectly, designate the calendar

year of any payment. The Company makes no representation that any payment under this Agreement complies with or is exempt from Section

409A, and shall have no liability to Employee for any tax, interest or penalty imposed under Section 409A.

1.6 Representations of Employee;

Disclosure Cooperation. Employee represents and warrants to the Company that: (a) Employee is not subject to, and Employee’s

execution and performance of this Agreement will not breach, any employment, confidentiality, non-competition, non-solicitation or other

agreement with any former employer or other person, and Employee will not use or disclose to the Company any confidential information

or trade secret of any former employer or other person; (b) no event described in Item 401(f) of Regulation S-K has occurred with respect

to Employee during the past ten years; (c) Employee is not subject to any disqualifying event described in Rule 506(d)(1) under the Securities

Act, and is not subject to any bar, suspension, censure or other disqualification imposed by the Securities and Exchange Commission, The

Nasdaq Stock Market or any other self-regulatory organization; (d) there is no undisclosed transaction or relationship that would require

disclosure under Item 404(a) of Regulation S-K; and (e) no person other than the Company is compensating Employee in connection with Employee’s

service to the Company. Employee shall promptly notify the Board of Directors in writing if any of the foregoing representations ceases

to be true at any time during Employee’s employment. Employee shall complete the Company’s director and officer questionnaire

and background check authorization and shall cooperate fully and promptly with the Company in the preparation and filing of any Current

Report on Form 8-K, proxy statement, registration statement or periodic report that describes Employee’s appointment, compensation

or relationships, including providing biographical and related person transaction information and reviewing the relevant disclosure for

accuracy. Employee acknowledges that the Company must file a Current Report on Form 8-K under Item 5.02 within four business days of the

Board’s appointment decision.

1.7 Indemnification; D&O

Insurance. Employee shall be entitled to indemnification and advancement of expenses to the fullest extent permitted by the Company’s

articles of incorporation and bylaws, each as in effect from time to time, and by Chapter 78 of the Nevada Revised Statutes, and shall

be covered by the Company’s directors’ and officers’ liability insurance on the same basis as the Company’s other

executive officers, both during employment and thereafter for so long as the Company maintains coverage for former officers with respect

to acts or omissions occurring during Employee’s employment. The foregoing is subject in all respects to Section 1.4.3 and to applicable

law, and shall not extend to any amount recovered under Section 1.4.3, under Section 304 of the Sarbanes-Oxley Act of 2002 or under Section

16(b) of the Exchange Act.

ARTICLE 2 – COVENANTS OF EMPLOYEE

2.1 Confidential Information.

2.1.1 Nondisclosure. Employee

agrees to hold in strictest confidence, and not to use, except for the benefit of the Company, any of the Company’s Trade Secrets

or Confidential Information or to disclose to any person, firm or entity any of the Company’s Trade Secrets or Confidential Information

except (i) as authorized in writing by the Board of Directors (the “Board”), (ii) as authorized by the Company’s management

with the approval of the Board, pursuant to a written non-disclosure agreement, or (iii) as required by law, and in each case subject

to Section 2.1.5. With respect to Trade Secrets, this covenant shall continue for so long as the information retains its Trade Secret

status under applicable law. With respect to Confidential Information, this covenant shall continue during the Employee’s employment

and for two years thereafter.

2.1.2 Trade Secrets Defined.

For purposes of this Agreement, “Trade Secrets” shall mean any of the Company’s information, without regard to form,

including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a

technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers,

which is not commonly known by or available to the public and which information (A) derives economic value, actual or potential, from

not being generally known to and not being readily ascertainable by proper means by, other persons who can obtain economic value from

its disclosure or use; and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

2.1.3 Confidential Information

Defined. For purposes of this Agreement, “Confidential Information” shall mean any data and information (A) relating to

the business of the Company, other than Trade Secrets addressed above; (B) disclosed to Employee or of which Employee became aware of

as a consequence of Employee’s relationship with the Company; (C) [NOT USED]; (D) not generally known to competitors of the Company;

and (E) which includes methods of operation, names of customers, price lists, financial information and projections, personnel data, and

similar information; provided, however, that Confidential Information shall not mean data or information which has been voluntarily disclosed

to the public by the Company, except where such public disclosure has been made by Employee without authorization from the Company, which

has been independently developed and disclosed by others, or which has otherwise entered the public domain through lawful means.

2.1.4 Defend Trade Secrets

Act Notice. The U.S. Defend Trade Secrets Act (“DTSA”) states:

“An individual shall not be held criminally

or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in

confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the

purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit

or other proceeding, if such filing is made under seal.”

Accordingly, Employee shall have

the right to disclose in confidence trade secrets to U.S., State, and local government officials, or to an attorney, for the sole purpose

of reporting or investigating a suspected violation of law. Employee shall also have the right to disclose trade secrets in a document

filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this

Agreement is intended to conflict with the DTSA or create liability for disclosures of trade secrets that are expressly allowed by the

DTSA.

2.1.5 Protected Activity Not

Prohibited. Nothing in this Agreement, in any Release contemplated by Section 1.4.2, or in any other agreement or Company policy applicable

to Employee shall prohibit or restrict Employee from: (i) initiating communications directly with, responding to an inquiry from, volunteering

information to, or providing testimony before the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the

U.S. Department of Justice, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and

Health Administration, any other self-regulatory organization, or any other federal, state or local governmental or regulatory authority

(each, a “Government Agency”), regarding a possible violation of law; (ii) filing a charge or complaint with, or participating

in any investigation or proceeding conducted by, any Government Agency; or (iii) making any other disclosure protected under the whistleblower

provisions of federal or state law, including Section 21F of the Exchange Act and Rule 21F-17 thereunder, Section 806 of the Sarbanes-Oxley

Act of 2002, and the Dodd-Frank Wall Street Reform and Consumer Protection Act. Employee is not required to notify the Company of, or

to obtain the Company’s prior authorization for, any such communication or disclosure, and Employee does not waive, and the Company

shall not seek to limit or condition, any right Employee may have to receive a monetary award from any Government Agency in connection

with protected whistleblower activity. Nothing in Section 2.6 or Section 2.7 shall be construed to impede any activity protected by this

Section 2.1.5, and the Company shall not retaliate against Employee for engaging in any such activity.

2.2 Non-solicitation of Customers.

During the Restricted Period, Employee shall not, directly or indirectly, solicit any customer of the Company or any Potential Customer

of the Company, as such solicitation relates to Competing Products or Services, with whom Employee had material contact during the last

year of Employee’s employment with the Company. For purposes of this Agreement, the “Restricted Period” shall mean the

period beginning on the Effective Date and ending on the first anniversary of Employee’s last date of employment with the Company.

“Competing Products or Services” shall mean the products or services being created, developed, marketed, or provided by the

Company. For purposes of this Section 2.2, “material contact” means Employee had direct communication, correspondence, or

business dealings with such customer or potential customer, or was involved in negotiations, discussions, or decision-making processes

relating to such customer or potential customer.

2.3 Non-hiring of Employees.

During the Restricted Period, Employee shall not knowingly hire or engage, or assist any company or business organization by which

Employee is employed to hire or engage, any person who is or was employed by the Company at the time of Employee’s termination or

during the one-year period preceding such termination; provided that this Section 2.3 shall not apply to any hiring or engagement resulting

solely from a general advertisement or other solicitation not specifically directed at employees of the Company.

2.4 Non-Competition. During

the Restricted Period, Employee shall not, directly or by assisting others, provide Competing Products or Services of the type conducted,

authorized, offered or provided by the Company during the last year of Employee’s employment with the Company, in any capacity identical

with or corresponding to the capacity or capacities in which the Employee was engaged by the Company, anywhere within (1) the territory

where the Employee was working during the last year of Employee’s employment with the Company, (2) the territory in which the Company

conducted business during the last year of Employee’s employment with the Company, and (3) any state or jurisdiction where the Company

has customers, operations, or conducts business and as to which Employee had material responsibilities, or access to Confidential Information

or Trade Secrets, during the last year of Employee’s employment with the Company. Employee acknowledges that the covenants contained

in this Article 2 are ancillary to and part of an otherwise enforceable agreement, including the Company’s undertakings in Section

2.1 to provide Employee with access to Confidential Information and Trade Secrets, and that the limitations as to time, geographic area

and scope of activity are reasonable and impose no greater restraint than is necessary to protect the Company’s goodwill and other

legitimate business interests, in accordance with Section 15.50 of the Texas Business and Commerce Code. If a court of competent jurisdiction

determines that any covenant contained in this Article 2 is unenforceable as written, the court shall reform such covenant to the extent

necessary to make it enforceable and shall enforce it as reformed, as contemplated by Section 15.51(c) of the Texas Business and Commerce

Code.

2.5 Intellectual Property

Assignment. Employee agrees that all discoveries, inventions, improvements, innovations, computer programs, writings, works of authorship,

designs, know-how, ideas, trademarks, copyrights, moral rights, and other intellectual property (whether or not patentable and whether

or not reduced to practice) that relate to the Company’s business, products, services, or research and development, and that are

conceived, developed, contributed to, or reduced to practice by Employee (either solely or jointly with others) while employed by the

Company (collectively, “Work Product”), shall be the sole and exclusive property of the Company. All Work Product that constitutes

copyrightable subject matter and is eligible to be so treated shall be considered a “work made for hire” as defined in 17

U.S.C. § 101. Employee hereby assigns to the Company all right, title, and interest Employee may have or may acquire in and to any

and all Work Product. Employee hereby waives, to the fullest extent permitted by applicable law, all moral rights in the Work Product.

Employee agrees to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the Company’s

rights in the Work Product in any and all countries, including the disclosure to the Company of all pertinent information and data with

respect thereto, and the execution of all applications, specifications, oaths, assignments, and all other instruments which the Company

shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns,

and nominees the sole and exclusive rights, title, and interest in and to such Work Product. If the Company is unable, after reasonable

effort, to secure Employee’s signature on any such instrument, Employee hereby irrevocably appoints the Company and its duly authorized

officers as Employee’s agent and attorney-in-fact, coupled with an interest, to execute and file any such instrument on Employee’s

behalf. This Section 2.5 does not apply to any invention that Employee developed entirely on Employee’s own time without using the

Company’s equipment, supplies, facilities, Trade Secrets or Confidential Information, except for any invention that relates to the

Company’s business or actual or demonstrably anticipated research or development or that results from any work performed by Employee

for the Company. Employee represents that Employee’s performance of all the terms of this Agreement will not breach any agreement

with any former employer or other party and that Employee has not entered into, and agrees not to enter into, any agreement either written

or oral in conflict herewith.

2.6 Return of Company Property.

The Employee acknowledges that all documents, records, data, apparatus, equipment, and other physical property furnished to or acquired

by Employee in the course of Employee’s employment belong to the Company. Upon termination of Employee’s employment, or upon

the Company’s request, Employee shall immediately deliver to the Company, and shall not keep in Employee’s possession, recreate,

or deliver to anyone else, any and all Company property, including, but not limited to, Company documents, records, data, notes, reports,

proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment,

other documents or property, and reproductions of any aforementioned items developed by Employee pursuant to Employee’s employment

with the Company or otherwise belonging to the Company, together with all keys, access cards, identification cards, and passwords relating

to the foregoing.

2.7 Cooperation with Legal

Proceedings. Subject to Section 2.1.5, the Employee agrees that during and after Employee’s employment, Employee shall cooperate

fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against

or on behalf of the Company which relate to events or occurrences that transpired while Employee was employed by the Company. Employee’s

full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel

to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During periods following

Employee’s termination, the Company agrees to reimburse Employee for reasonable expenses incurred in connection with such cooperation

and to make reasonable efforts to accommodate Employee’s other personal and professional commitments. Nothing in this Section 2.7

shall require Employee to make any untrue statement or to refrain from providing truthful testimony or information.

ARTICLE 3 – GENERAL PROVISIONS

3.1 Withholding of Taxes.

The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes and withholdings as

shall be required pursuant to any applicable law, rule or regulation.

3.2 Notice. For purposes

of this Agreement, all communications including, without limitation, notices, consents, requests or approvals, provided for in this Agreement

(i) shall be in writing signed by or on behalf of the party making the same; (ii) shall be deemed given or delivered (1) if delivered

personally, when received, (2) if sent from within the United States by registered or certified mail, postage prepaid, return receipt

requested, on the fifth (5th) Business Day after mailing, or (3) if sent by messenger or reputable overnight courier service, when received;

and (iii) shall be addressed to the Company (to the attention of the Chairman of the Board of Directors, with a copy, which shall not

constitute notice, to the Company’s outside securities counsel), at its principal office or to Employee at Employee’s principal

residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices

of change of address shall be effective only upon receipt.

3.3 Validity. It is not

the intent of any party hereto to violate any public policy of any jurisdiction in which this Agreement may be enforced. If any provision

of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise

illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected,

and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary

to make it valid, enforceable and legal.

3.4 Entire Agreement. This

Agreement supersedes any other agreements, oral or written, between the parties with respect to the subject matter hereof, and contains

all of the agreements and understandings between the parties with respect to the employment of Employee by the Company; provided that

this Agreement does not supersede, and shall be read together with, the Plan and the Award Agreement, the Company policies referred to

in Section 1.2.7, the Company’s articles of incorporation and bylaws, and any separate indemnification agreement between the Company

and Employee. Any waiver or modification of any term of this Agreement shall be effective only if it is set forth in a writing signed

by both parties hereto.

3.5 Successors.

3.5.1 Company Successors.

This Agreement shall inure to the benefit of the Company and any Successor of or to the Company, but shall not otherwise be assignable

or delegable by the Company. “Successor” shall mean any successor in interest, including, without limitation, any entity,

individual or group of persons acquiring directly or indirectly all or substantially all of the business or assets of the Company, as

the case may be, whether by sale, merger, consolidation, reorganization or otherwise.

3.5.2 Employee Successors.

This Agreement shall inure to the benefit of and be enforceable by Employee’s personal or legal representatives, executors,

administrators, heirs, distributees and legatees.

3.5.3 No Other Assignment.

This Agreement is personal in nature and neither of the parties shall, without the consent of the other, assign, transfer or delegate

this Agreement or any rights or obligations hereunder except as expressly provided in this Section 3.5.

3.6 Captions. The captions

in this Agreement are solely for convenience of reference and shall not be given any effect in the construction or interpretation of this

Agreement.

3.7 Counterparts. This

Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will

constitute one and the same Agreement. If any signature is delivered by facsimile transmission, or by e-mail delivery of a “.pdf”

format data file, that signature shall constitute effective execution and delivery of this Agreement or other related document and shall

be deemed to be an original signature for all purposes.

3.8 Modification and Waiver.

No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in

writing and signed by the Employee and the Company. No waiver by any party hereto at any time of any breach by the other party hereto

of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar

or dissimilar provisions or conditions at the same or at any prior or subsequent time.

3.9 Severability. The

provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity

or enforceability of the other provisions hereof.

3.10 Specific Performance.

The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the

terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which

they are entitled at law or in equity.

3.11 Governing Law and Forum

Selection. The laws of the State of Texas, USA shall govern this Agreement, without regard to any conflict of laws principles that

would require the application of the laws of another jurisdiction. If Texas’s conflict of law rules would apply another state’s

laws, the parties agree that Texas law shall still govern; provided that the internal affairs of the Company, including the rights, powers,

duties and liabilities of Employee as an officer of the Company, shall be governed by Chapter 78 of the Nevada Revised Statutes. The parties

agree that any claim arising out of or relating to this Agreement shall be brought exclusively in a state or federal court of competent

jurisdiction located in Tarrant County, Texas or in the United States District Court for the Northern District of Texas, and each party

irrevocably submits to the personal jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens.

EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

3.12 Survival. The provisions

of this Agreement that by their nature should survive termination of this Agreement shall survive any such termination, including without

limitation: (a) all obligations in Article 2 (Covenants of Employee); (b) the clawback provision in Section 1.4.3; (c) the return of Company

property obligations in Section 2.6; (d) intellectual property assignments in Section 2.5; (e) cooperation with legal proceedings in Section

2.7; (f) the general provisions in Article 3; and (g) any accrued but unpaid obligations of either party; (h) Section 1.5 (Section 409A);

(i) Section 1.7 (Indemnification; D&O Insurance); and (j) Section 2.1.5 (Protected Activity Not Prohibited).

3.13 Vacation. The Employee

shall be entitled to accrue paid vacation at a rate of three (3) weeks per year, increasing to four (4) weeks per year after five (5)

years of employment. Vacation shall accrue and be taken in accordance with the Company’s vacation policy, including any limitation

on carryover. Except as otherwise required by applicable law, accrued but unused vacation shall not be paid out upon termination of employment.

IN WITNESS WHEREOF, the Company has caused this Agreement

to be executed by its officer thereunto duly authorized, and Employee has signed this Agreement, effective as of the date first above

written.

Sadot Group Inc.

By: /s/Haggai Ravid

Name: Chagay (Haggai) Ravid

Title: CEO

EMPLOYEE

/s/Michael Murray

MICHAEL D. MURRAY

Address: __________________________

__________________________________

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: e7957_ex10-2.htm · Sequence: 3

EXHIBIT 10.2

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment

Agreement (this “Amendment”) is entered into as of September 15, 2026 (the “Amendment Effective Date”), by and

between Sadot Group Inc., a Nevada corporation (the “Company”), and Chagay [Haggai] Ravid (“Employee”).

WHEREAS, the Company and Employee

are parties to that certain Employment Agreement effective as of May 28, 2025 (the “Employment Agreement”);

WHEREAS, under Section 1.1 of

the Employment Agreement, Employee currently serves as Chief Executive Officer of the Company and, since August 21, 2026, has also served

as Interim Chief Financial Officer of the Company and has been designated the Company’s principal financial officer and principal

accounting officer, and the parties desire that Employee vacate the Chief Executive Officer position, the Interim Chief Financial Officer

position and those designations while continuing his service as a member of the Board of Directors; and

WHEREAS, the Company desires

to appoint Employee to serve as Executive Director, and the parties intend that Employee’s economic and employment terms under the

Employment Agreement remain unchanged except for his position, title and corresponding duties, and that Employee continue to be an executive

officer of the Company.

WHEREAS, effective as of the

Amendment Effective Date, the Board of Directors has appointed Michael D. Murray as Chief Executive Officer and Chief Financial Officer

of the Company and has designated Mr. Murray as the Company’s principal executive officer, principal financial officer and principal

accounting officer; and

WHEREAS, the Compensation Committee

of the Board of Directors, composed solely of independent directors, approved this Amendment on September 15, 2026 in accordance with

Nasdaq Listing Rule 5605(d)(3), and Employee, being an interested director, did not participate in the deliberations of, or the vote of,

the Board of Directors or any committee thereof with respect to this Amendment.

NOW, THEREFORE, for good and

valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Cessation as Chief Executive

Officer and Interim Chief Financial Officer. Effective as of the Amendment Effective Date, Employee shall cease serving as Chief Executive

Officer and as Interim Chief Financial Officer of the Company. Employee’s designations as the Company’s principal executive

officer, principal financial officer and principal accounting officer shall terminate as of the Amendment Effective Date. Employee shall

also resign, effective as of the Amendment Effective Date, from every other office he holds with the Company and from every office and

directorship he holds with any subsidiary of the Company (other than his position as Executive Director and his membership on the Board

of Directors of the Company), and shall execute and deliver a resignation letter in form reasonably satisfactory to the Company. The Company

shall, effective no later than the Amendment Effective Date, appoint a Chief Executive Officer and a Chief Financial Officer and designate

a principal executive officer, a principal financial officer and a principal accounting officer, so that each such office and designation

is held continuously and without interruption. Employee’s cessation from the Chief Executive Officer and Interim Chief Financial

Officer positions, and the termination of the related Exchange Act designations, is a mutually agreed change in title and duties and shall

not, whether alone or in combination with any other event or circumstance, constitute a termination of employment, a termination by the

Company without Cause, or a resignation by Employee for Good Reason under the Employment Agreement.

2. Continued Board Service;

Appointment as Executive Director. Employee shall continue to serve as a member of the Board of Directors of the Company, subject

to the Company’s organizational documents, applicable law, stock exchange requirements, shareholder election requirements, and the

Board’s applicable governance procedures. Effective as of the Amendment Effective Date, the Board of Directors appoints Employee

as Executive Director, an executive officer position. In that executive capacity, Employee shall have such executive, strategic, business-development,

operational and other duties and authority as may be assigned from time to time by the Board of Directors or the Chief Executive Officer

and consistent with the position of Executive Director. Employee shall report to the Chief Executive Officer of the Company. Employee

acknowledges and agrees that, as Executive Director, Employee will perform policy-making functions and will continue to be (a) an “executive

officer” within the meaning of Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

(b) an “officer” for purposes of Section 16 of the Exchange Act and Rule 16a-1(f) thereunder, and (c) an “executive

officer” for purposes of the Company’s compensation recovery policy adopted under Rule 10D-1 under the Exchange Act and Nasdaq

Listing Rule 5608. Accordingly, Employee shall continue to file all reports required under Section 16(a) of the Exchange Act, shall remain

subject to Section 16(b), and shall remain subject to the Company’s insider trading policy (including trading windows, pre-clearance

and restrictions on hedging and pledging), code of business conduct and ethics, compensation recovery policy, related person transaction

policy and Regulation FD policy, each as in effect and as amended from time to time. Employee shall not, without the prior authorization

of the Board of Directors or the Chief Executive Officer, hold himself out as holding any office of the Company other than Executive Director

and director, execute any document or incur any obligation on behalf of the Company, or communicate on behalf of the Company with any

investor, securities analyst, member of the press, or governmental or regulatory authority.

3. Amendment to Section 1.1.

Section 1.1 of the Employment Agreement is amended so that references to Employee serving the Company as “Chief Executive Officer”

shall, from and after the Amendment Effective Date, mean service as “Executive Director.” Each other reference in the Employment

Agreement to Employee’s own service or position as “Chief Executive Officer” is likewise amended to refer to Employee’s

service as Executive Director. For the avoidance of doubt, any reference in the Employment Agreement to the “Chief Executive Officer

of the Company” otherwise than as a description of Employee’s own position — including any provision directing notices

to, or providing for Employee to report to, the Chief Executive Officer — shall from and after the Amendment Effective Date refer

to the individual then serving as Chief Executive Officer of the Company and not to Employee; provided that any notice given by Employee

to the Company under the Employment Agreement or this Amendment shall be addressed to the Chairman of the Board of Directors, with a copy

to the Company’s outside securities counsel. To the extent Section 1.1 of the Employment Agreement provides that Employee shall

not serve as a director of the Company by virtue of the Employment Agreement, that provision is unaffected by this Amendment, and Employee’s

service as a director arises solely from his election by the Company’s stockholders. All other provisions of Section 1.1 shall remain

in full force and effect, except to the extent inconsistent with this Amendment.

4. Compensation and Benefits

Unchanged. Employee shall continue to receive the same compensation and benefits provided under the Employment Agreement, including

the $200,000 annual Base Salary, benefits, expense reimbursement, equity rights and vesting terms, performance bonus eligibility, key

person insurance provisions, severance rights, vacation entitlement and all other economic terms, in each case subject to the terms, conditions,

vesting schedules and limitations already contained in the Employment Agreement. For clarity, this Amendment does not create a second

or duplicate equity grant under Section 1.2.4; rather, Employee’s existing equity rights under the Employment Agreement continue

according to their original terms. Employee acknowledges that the restricted stock award granted under Section 1.2.4 of the Employment

Agreement will continue to vest, and the parties agree that Employee’s continued service as Executive Director constitutes continuous

service for purposes of that award and of any other equity award held by Employee. Nothing in this Amendment constitutes a new grant,

an extension, a repricing or any other modification of an equity award for purposes of ASC 718, Section 409A of the Internal Revenue Code

of 1986, as amended (“Section 409A”), or Nasdaq Listing Rule 5635(c), and no additional compensation is payable to Employee

by reason of this Amendment.

5. No Termination; Continuous

Service. The parties acknowledge and agree that Employee’s transition from Chief Executive Officer to Executive Director is

intended to constitute continuous employment and service with the Company. Employee’s service period shall not be interrupted for

purposes of compensation, benefits, vesting, severance, vacation accrual, restrictive covenants or any other provision of the Employment

Agreement. The parties further intend that the transition contemplated by this Amendment not constitute a “separation from service”

within the meaning of Treasury Regulation Section 1.409A-1(h), and the parties anticipate that Employee will continue to provide bona

fide services to the Company at a level greater than twenty percent (20%) of the average level of bona fide services performed by Employee

over the thirty-six (36) month period preceding the Amendment Effective Date. If, notwithstanding the foregoing, a separation from service

is deemed to occur, the parties shall administer the Employment Agreement in a manner intended to comply with, or be exempt from, Section

409A, and Employee acknowledges that, because the Company’s common stock is publicly traded, Employee is expected to be a “specified

employee” within the meaning of Section 409A(a)(2)(B)(i). The Company makes no representation that any payment or benefit complies

with or is exempt from Section 409A and shall have no liability to Employee for any tax, interest or penalty imposed thereunder.

6. Board Capacity. Employee’s

continued service as a director is separate from his employment as Executive Director. Nothing in this Amendment guarantees Employee’s

continued election or appointment to the Board beyond the term or process applicable under the Company’s organizational documents,

applicable law and shareholder or Board action. If Employee ceases to serve as a director but remains employed by the Company as Executive

Director, such cessation from the Board alone shall not automatically terminate the Employment Agreement.

7. Waiver of Good Reason and

Transition Claims. Employee, on behalf of himself and his heirs, executors, administrators and assigns, irrevocably and unconditionally

waives and releases any and all rights and claims arising out of or relating to the matters described in Sections 1, 2 and 3 of this Amendment,

including any claim that his cessation as Chief Executive Officer or as Interim Chief Financial Officer, the termination of his principal

executive officer, principal financial officer and principal accounting officer designations, the appointment of a successor Chief Executive

Officer or Chief Financial Officer, his appointment as Executive Director, or any resulting change in his title, duties, authority, reporting

relationship, status, responsibilities or perquisites constitutes or gives rise to Good Reason, a termination without Cause, a constructive

termination, a material breach of the Employment Agreement, or any entitlement to severance, accelerated vesting, or any other payment

or benefit. Employee acknowledges that he has been advised to consult counsel of his own choosing, has had adequate opportunity to do

so, and enters into this waiver knowingly and voluntarily. This Section 7 is limited to the matters described in it and is not a general

release of claims. Nothing in this Section 7 waives any right described in Section 11.

8. Transition and Cooperation.

Employee shall cooperate fully with the Company and with the individuals serving as Chief Executive Officer and Chief Financial Officer

in effecting an orderly transition, including the transfer of duties, records, systems and premises access, signature and banking authorities,

transfer agent instructions and EDGAR access previously held by Employee. For so long as Employee is employed by the Company, and for

twelve (12) months thereafter without additional consideration (and thereafter upon reimbursement of reasonable out-of-pocket expenses),

Employee shall make himself reasonably available to the Company, its Audit Committee, its independent registered public accounting firm

and its counsel in connection with (a) the preparation, review or amendment of any periodic report, current report, registration statement

or proxy statement covering any period during which Employee served as Chief Executive Officer or Interim Chief Financial Officer; (b)

the audit of the Company’s financial statements for the fiscal year ending December 31, 2026 and any review of interim financial

statements; (c) any restatement, or any evaluation of the Company’s disclosure controls and procedures or internal control over

financial reporting; (d) the Company’s pending Registration Statement on Form S-1 and any response to comments of the staff of the

Securities and Exchange Commission; and (e) any inquiry, request, examination or proceeding of the Securities and Exchange Commission,

The Nasdaq Stock Market or any other governmental or regulatory authority. Employee shall promptly deliver to the Company all Company

records in his possession or control relating to those periods.

9. Certifications; Disclosure

Cooperation. Employee shall, promptly upon request, execute any certification, management representation letter or similar instrument

required in connection with any report or registration statement covering a period during which Employee served as Chief Executive Officer

or Interim Chief Financial Officer, in each case to the extent it relates to that period and Employee is able to make it truthfully. Employee

shall cooperate fully and promptly with the Company in the preparation and filing of the Current Report on Form 8-K reporting the matters

described in this Amendment and of any related disclosure, including furnishing the information required by Items 401, 402 and 404 of

Regulation S-K and reviewing the relevant disclosure for accuracy. Employee shall promptly notify the Board of Directors of any transaction

or relationship that would require disclosure under Item 404(a) of Regulation S-K, and of any event described in Item 401(f) of Regulation

S-K or any disqualifying event described in Rule 506(d)(1) under the Securities Act of 1933, as amended, affecting Employee.

10. Clawback and Company Policies

Preserved. Nothing in this Amendment limits, waives or releases any right of the Company to recover compensation from Employee under

the Company’s compensation recovery policy adopted pursuant to Rule 10D-1 under the Exchange Act and Nasdaq Listing Rule 5608, under

Section 304 of the Sarbanes-Oxley Act of 2002, or under any other clawback, recoupment or forfeiture policy or applicable law, in each

case whether the compensation was received while Employee served as Chief Executive Officer or Interim Chief Financial Officer or thereafter.

Employee acknowledges that recovery under the policy described in the preceding sentence is mandatory and applies without regard to Employee’s

fault, that no indemnification, advancement of expenses or insurance provided or procured by the Company applies to any amount so recovered,

and that any such recovery shall not constitute Good Reason or a breach of the Employment Agreement by the Company.

11. Protected Activity Not

Prohibited. Nothing in this Amendment, in the Employment Agreement, or in any other agreement or Company policy applicable to Employee

shall prohibit or restrict Employee from: (i) initiating communications directly with, responding to an inquiry from, volunteering information

to, or providing testimony before the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the U.S. Department

of Justice, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration,

any other self-regulatory organization, or any other federal, state or local governmental or regulatory authority (each, a “Government

Agency”), regarding a possible violation of law; (ii) filing a charge or complaint with, or participating in any investigation or

proceeding conducted by, any Government Agency; or (iii) making any other disclosure protected under the whistleblower provisions of federal

or state law, including Section 21F of the Exchange Act and Rule 21F-17 thereunder, Section 806 of the Sarbanes-Oxley Act of 2002, and

the Dodd-Frank Wall Street Reform and Consumer Protection Act. Employee is not required to notify the Company of, or to obtain the Company’s

prior authorization for, any such communication or disclosure, and Employee does not waive, and the Company shall not seek to limit or

condition, any right Employee may have to receive a monetary award from any Government Agency in connection with protected whistleblower

activity. Nothing in Section 7 or Section 8 shall be construed to impede any activity protected by this Section 11, and the Company shall

not retaliate against Employee for engaging in any such activity.

12. Acknowledgments and Representations.

Employee confirms that his cessation as Chief Executive Officer and as Interim Chief Financial Officer, and his continued service

as a director and as Executive Director, are not the result of any disagreement with the Company on any matter relating to the Company’s

operations, policies or practices. Employee further represents that, as of the Amendment Effective Date and other than as previously disclosed

in the Company’s filings with the Securities and Exchange Commission or in writing to the Audit Committee, he is not aware of (a)

any fraud, whether or not material, involving management or any employee having a significant role in the Company’s internal control

over financial reporting; (b) any material weakness or significant deficiency in the design or operation of internal control over financial

reporting; or (c) any violation or possible violation of law by the Company. Nothing in this Section 12 limits any right described in

Section 11.

13. Ratification. Except

as expressly amended by this Amendment, the Employment Agreement is hereby ratified and confirmed in all respects and shall remain unchanged

and in full force and effect. In the event of any conflict between this Amendment and the Employment Agreement, this Amendment shall control.

This Amendment amends the Employment Agreement only as expressly set forth herein and does not create, expand or extend any right, payment

or benefit not already provided by the Employment Agreement.

14. Defined Terms. Capitalized

terms used but not defined in this Amendment have the meanings assigned to them in the Employment Agreement.

15. Counterparts; Electronic

Signatures. This Amendment may be executed in counterparts and by facsimile, PDF or other electronic signature, each of which shall

be deemed an original and all of which together shall constitute one instrument.

16. Governing Law. This

Amendment shall be governed by, and construed in accordance with, the same governing law and forum-selection provisions set forth in Section

3.11 of the Employment Agreement.

IN WITNESS WHEREOF, the parties have executed this

Amendment as of the Amendment Effective Date.

Sadot Group Inc.

By: /s/ Aleksandr Zhandov

Name: Aleksandr Zhandov

Title: Chief Operating Officer

EMPLOYEE

/s/Haggai Ravid

CHAGAY [HAGGAI] RAVID

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