SDOT 8-K
Sadot Group Inc. (SDOT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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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
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 | ||
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.
(c) Assignor is not, and 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 |
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.
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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.
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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.
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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.
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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.
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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]
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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: | ||
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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.
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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 | ||
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Exhibit A — Form of Debt Settlement and Share Issuance Agreement (Debenture No. SSD-004) [to be attached]
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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
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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,
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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.
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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:
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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]
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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”);
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
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WHEREAS, the Company has requested that the Investor consent to the Proposed Transactions and provide the acknowledgments and waivers set forth herein, and the Investor 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 Investor hereby consents, pursuant to and for all purposes of the EPFA, including, without limitation, Section 6.21 thereof, 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. The Investor 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 that the Settlement Agreement may constitute a Variable Rate Transaction under, and as defined in, the EPFA, and this Agreement shall constitute the “prior written consent of the Investor” with respect thereto for purposes of Section 6.21(b)(i) of the EPFA.
2. Acknowledgments. The Investor, for itself and its successors and assigns, hereby acknowledges and agrees that: (a) the Proposed Transactions, including the issuance of the Settlement Shares, shall be deemed for all purposes to constitute an issuance of “Excluded Securities” under, and as defined in, the EPFA; (b) to the extent the Settlement Agreement or any of the Proposed Transactions constitutes, or would constitute, a Variable Rate Transaction under the EPFA, the Investor consents thereto and irrevocably provides a one-time waiver with respect to the application of Section 6.21(b) of the EPFA thereto; and (c) none of the execution and delivery of the Settlement Agreement or the consummation of the Proposed Transactions constitutes a breach of Section 6.21(a) of the EPFA or restricts, delays, conflicts with or impairs the ability or right of the Company to perform its obligations under the EPFA or any other Transaction Document.
3. Waiver. The Investor hereby irrevocably provides a one-time waiver with respect to any breach, default or violation of the EPFA or any other Transaction Document (including, without limitation, Sections 6.21(a) and 6.21(b) of the EPFA) 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 injunctive relief, damages, or suspension or termination of the EPFA, in each case solely to the extent arising from the Proposed Transactions.
4. Limited Effect; Reservation of Rights. The consent, acknowledgments and waiver 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 violation of, the EPFA or any other Transaction Document, (b) amend, modify or operate as a waiver of any other provision of the EPFA 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 Investor 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.
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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.
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. Transaction Document. This Agreement shall constitute a “Transaction Document” under and as defined in the EPFA.
8. Miscellaneous. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive and procedural laws of the State of Nevada, 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 and service provisions of the EPFA 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.
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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
INVESTOR:
[***]
By:
By:
Name:
Title:
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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]
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