Sadot Group Inc.

EX-3.1 · e7703_ex3-1.htm

EX-3.1
 2
 e7703_ex3-1.htm
 EXHIBIT 3.1

 EXHIBIT 3.1

EX-10.1 · e7703_ex10-1.htm

EX-10.1
 3
 e7703_ex10-1.htm
 EXHIBIT 10.1

 EXHIBIT 10.1

 Amendment to Share Purchase Agreement

 This Amendment to the Share Purchase
Agreement (this “ Amendment ”), dated as of June 8, 2026 (the “ Amendment Date ”), is entered into by
and between Sadot Group Inc., a Nevada corporation (the “ Buyer ”), and Shrvan Kumar Yadav (the “ Seller ”).

 RECITALS

 WHEREAS, the Buyer and the
Seller entered into that certain Share Purchase Agreement dated June 2, 2026 (the “ SPA ”), pursuant to which the Buyer
agreed to acquire from the Seller all of the issued and outstanding shares of Anira Consulting FZC; and

 WHEREAS, the parties desire
to amend the SPA to provide that the Series B Preferred Stock shall be non-convertible and that the Convertible Promissory Note shall
be replaced with a promissory note, on the terms and conditions set forth herein.

 NOW, THEREFORE, in consideration
of the mutual covenants and agreements 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. Defined Terms. Capitalized terms used but not defined in this Amendment shall have the meanings
ascribed to them in the SPA.

 2. Amendments to Article 1 (Definitions).

 The definition of “ Preferred Shares ”
in Section 1.1 is hereby amended and restated in its entirety as follows:

 “ Preferred Shares ” means
the Series B Non-Convertible Preferred Stock of the Buyer to be issued as part of the Consideration Shares as described in Section
2.4, having such rights and preferences as set forth in the Certificate of Designation as attached hereto as Exhibit A (the “ Certificate
of Designation ”), as amended to reflect the non-convertible terms set forth herein and in the amended Certificate of Designation.

 o The definition of “ Convertible Promissory
Note ” (and all references to the “Convertible Promissory Note” or “Convertible Promissory Note Consideration”)
throughout the SPA is hereby amended to refer to the “ Promissory Note ” (promissory note in the form attached hereto
as Exhibit B-1 (the “ Promissory Note ”)), and all references to convertibility or conversion features of such
note are deleted.

 3. Amendments to Article 2 (Purchase Price and Consideration).

 o Section 2.3 is hereby amended and restated in
its entirety as follows:

 “ 2.3 Promissory Note Consideration
At Closing, the Buyer shall issue to the Designated Recipient(s) the Promissory Note (the “ Promissory Note Consideration ”)
in the aggregate principal amount of USD $5,000,000. The Promissory Note shall not be convertible into shares of common stock of the Buyer.”

 Section 2.4 is hereby amended and restated
in its entirety as follows:

 “ 2.4 Preferred Share Consideration
The balance of the Purchase Price ... shall be satisfied by the issuance to the Designated Recipient(s) of Preferred Shares of the Buyer
(the “ Preferred Shares Consideration ”) representing a value of USD $6,595,000. The Preferred Shares shall be non-convertible.”

 Section 2.5 (Conversion Limitation) is hereby
deleted in its entirety, as it is no longer applicable. All references to conversion, Conversion Cap, or related limitations throughout
the SPA are deleted or conformed accordingly.

 4. Exhibits.

 Exhibit A (Certificate of Designation) is
replaced with an amended Certificate of Designation reflecting the non-convertible nature of the Series B Preferred Stock (to be filed
promptly with the Nevada Secretary of State).

 Exhibit B (Convertible Promissory Note) is
replaced with the form of Promissory Note attached hereto as Exhibit B-1.

 5. Ratification. Except as expressly amended by this Amendment, the SPA remains in full force and
effect and is ratified and confirmed in all respects. In the event of any conflict between this Amendment and the SPA, this Amendment
shall control.

 6. Governing Law. This Amendment shall be governed by the laws of the State of Nevada, without regard
to conflict of laws principles.

 7. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.

 2

 IN WITNESS WHEREOF , the parties have executed
this Amendment as of the Amendment Date.

 SADOT GROUP INC.

 By: /s/ Haggai Ravid

 Name: Haggai Ravid

 Title: CEO

 SELLER

 /s/ Shrvan Kumar Yadav

 Shrvan Kumar Yadav

 3

EX-10.2 · e7703_ex10-2.htm

EX-10.2
 4
 e7703_ex10-2.htm
 EXHIBIT 10.2

 EXHIBIT 10.2

 PROMISSORY NOTE

 $5,000,000

 Issuance Date: June 2, 2026

 Maturity Date: June 2, 2028

 FOR VALUE RECEIVED, Sadot Group Inc., a
Nevada corporation (the “ Maker ”), with its principal office at 295 E. Renfro Street, Suite 300, Burleson, Texas 76028,
hereby promises to pay to Shrvan Kumar Yadav or his registered assigns (the “ Holder ”), the principal sum of Five Million
United States Dollars (USD $5,000,000) (the “ Principal Amount ”) on the Maturity Date (as defined below), or such earlier
date as the Principal Amount may become due and payable hereunder, in accordance with the terms of this Promissory Note (this “ Note ”).

 This Note is issued pursuant to that certain Share
Purchase Agreement dated June 2, 2026 (the “ SPA ”) between the Maker and the Holder (or his Designated Recipient(s))
and is one of the “Convertible Promissory Note Consideration” referenced therein. Capitalized terms used but not defined herein
shall have the meanings given to them in the SPA.

 1. Interest. This Note shall bear interest
at the rate of zero percent (0%) per annum. No interest shall accrue or be payable on the Principal Amount.

 2. Maturity. The entire unpaid Principal
Amount shall be due and payable in full on June 2, 2028 (the “ Maturity Date ”), unless earlier paid.

 3. Prepayment at Option of Maker. The Maker
may, at its sole option and discretion, prepay all or any portion of the outstanding Principal Amount at any time prior to the Maturity
Date upon not less than five (5) Business Days’ prior written notice to the Holder. The amount payable upon any such prepayment
(the “ Prepayment Amount ”) shall be equal to the portion of the Principal Amount being prepaid multiplied by (1 –
Discount Percentage).

 The “Discount Percentage” shall
equal the number of full calendar months remaining between the date of prepayment and the Maturity Date multiplied by one percent (1%).
By way of example, if the entire Principal Amount is prepaid four (4) full calendar months after the Issuance Date, twenty (20) full calendar
months will remain until the Maturity Date, resulting in a twenty percent (20%) discount, so that the Prepayment Amount for the full Principal
Amount shall be $4,000,000.

 Any partial prepayment shall be applied first to the
portion of the Principal Amount being prepaid. Upon payment of the Prepayment Amount, the corresponding portion of this Note shall be
cancelled and of no further force or effect.

 4. Intentionally Left Blank.

 5. Events of Default. The occurrence of any
of the following shall constitute an “Event of Default”: (i) the Maker fails to pay any amount when due hereunder; (ii) the
Maker breaches any material covenant or agreement contained in this Note or the SPA; or (iii) the Maker becomes subject to bankruptcy,
insolvency or similar proceedings. Upon an Event of Default, the Holder may declare the entire Principal Amount immediately due and payable.

 6. Governing Law. This Note shall be governed
by and construed in accordance with the laws of the State of Nevada, without regard to conflict of laws principles. Any dispute shall
be subject to the exclusive jurisdiction of the state and federal courts located in Carson City, Nevada, as provided in the SPA.

 7. Miscellaneous.

 (a) Entire Agreement. This Note, together with
the Share Purchase Agreement dated June 2, 2026 between the Maker and the Holder (or his Designated Recipient(s)) (the “ SPA ”),
constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous
agreements, understandings, negotiations and discussions, whether oral or written.

 (b) Amendments and Waivers. No amendment, modification,
supplement or waiver of any provision of this Note shall be effective unless it is in writing and signed by both the Maker and the Holder.
No waiver of any breach shall constitute a waiver of any subsequent breach.

 (c) Severability. If any provision of this
Note is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

 (d) Successors and Assigns. This Note shall
be binding upon and inure to the benefit of the Maker, the Holder, and their respective successors and permitted assigns. The Holder may
not assign or transfer this Note or any interest herein except in compliance with applicable federal and state securities laws and the
terms of the SPA.

 (e) Notices. All notices, demands, requests
and other communications required or permitted hereunder shall be in writing and shall be given in the manner and to the addresses set
forth in Schedule B to the SPA (or to such other address as a party may designate in writing).

 (f) Headings. The headings contained in this
Note are for reference purposes only and shall not affect the meaning or interpretation of this Note.

 (g) Counterparts and Electronic Execution.
This Note may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or DocuSign) shall be as effective
as delivery of a manually executed counterpart.

 (h) Further Assurances. Each party agrees to
execute and deliver such further documents and instruments and to take such other actions as may be reasonably necessary or appropriate
to carry out the purposes of this Note.

 (i) No Waiver; Cumulative Remedies. No failure
or delay by the Holder in exercising any right, power or remedy hereunder shall operate as a waiver thereof. All remedies provided herein
are cumulative and in addition to any remedies provided by law.

 (j) Costs and Expenses. The Maker shall pay
all reasonable costs and expenses (including attorneys’ fees) incurred by the Holder in connection with the enforcement of this
Note following an Event of Default.

 (k) Conflict with SPA. In the event of any
inconsistency between the terms of this Note and the SPA, the provisions of the SPA shall control.

 (l) No Third-Party Beneficiaries. Nothing in
this Note, express or implied, is intended to or shall confer upon any person other than the parties hereto and their respective successors
and permitted assigns any rights or remedies hereunder.

 IN WITNESS WHEREOF , the Maker has caused this
 Promissory Note to be duly executed as of the Issuance Date first above written.

 SADOT GROUP INC.

 By: /s/Haggai Ravid

 Name: Haggai Ravid

 Title: Chief Executive Officer