Sadot Group Inc.

Current report (Form 8-K) · Jun 12, 2026 · Material agreement · Item 3.02 · Financial statements

Company

Sadot Group Inc.

Documents

Primary topic

Material agreement

Filed

Jun 12, 2026

Filing summary Workforce analysis SEC documents(8)Filing text Exhibits(2)

EX-10.1 · e7717_ex10-1.htm

Type

EX-10.1

File

e7717_ex10-1.htm

Document text
EX-10.1 · e7717_ex10-1.htm EX-10.1 2 e7717_ex10-1.htm EXHIBIT 10.1 EXHIBIT 10.1 WRITTEN OPTION AGREEMENT FOR THE ACQUISITION OF A REAL ESTATE PORTFOLIO Between ANAT ATTIA Individually and as Sole Member of Each Property LLC (“Grantor”) and SADOT GROUP INC. a Nevada corporation (“Optionee”) Dated: June 10, 2026 Portfolio Summary 7 Properties \| 147 Units \| $56,000,000 Existing Loans \| $125,500,000 Total Value Portfolio Equity: $69,500,000 \| Option Fee: $1,042,500 \| Option Period: 6 Months RECITALS WHEREAS, Grantor is the sole member and manager of each of the limited liability companies listed in Schedule 1 hereto (the “Property LLCs”), each of which owns or controls one or more real property assets located in the State of California (collectively, the “Portfolio Properties”); WHEREAS, the Portfolio Properties consist of seven (7) real estate projects comprising in aggregate 147 residential units at various stages of completion, all of which are either completed, under construction with full construction financing in place, or entitled and in pre-development, as more particularly described in the Exhibits attached hereto; WHEREAS, all existing construction loans, development loans, and mortgages encumbering the Portfolio Properties (the “Existing Loans”) shall remain in place following any transfer of membership interests, with Grantor continuing as borrower and/or guarantor under such Existing Loans, and Optionee shall not be required to contribute any additional capital to fund the ongoing construction or operations of the Portfolio Properties during the Option Period or thereafter; WHEREAS, Grantor desires to grant to Optionee an exclusive option to acquire 100% of the membership interests in each of the Property LLCs (the “LLC Interests”), subject to the terms and conditions set forth herein; WHEREAS, Optionee desires to acquire such option on the terms and conditions set forth herein, with consideration payable partly in Common Shares (up to 19.99% of outstanding shares, as the Option Fee Tranche 1) and partly in Series C Preferred Shares convertible into Common Shares at the 5-Day VWAP prior to conversion, in all cases subject to Shareholder Approval except for Tranche 1 of the Option Fee, all as more particularly set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: SECTION 1 — DEFINITIONS “Agreement” This Written Option Agreement, including all Schedules and Exhibits attached hereto, as may be amended from time to time by written agreement of the parties. “Business Day” Any day other than a Saturday, Sunday, or a day on which commercial banks in the State of California are authorized or required to be closed. “Conversion Price” For any issuance or conversion of Preferred Shares to Common Shares under this Agreement, the volume-weighted average price (VWAP) of SADOT Group Inc. common shares on the principal trading exchange for the five (5) consecutive trading days immediately preceding the applicable issuance or conversion notice date (also referred to as the “5-Day VWAP”). The same 5-Day VWAP methodology applies to the pricing of Common Shares issued as Option Fee Tranche 1. “Equity Value” The aggregate portfolio equity value of $69,500,000, representing the difference between the Total Portfolio Value ($125,500,000) and the aggregate Existing Loans ($56,000,000), as agreed by the parties. “Effective Date” The date first written above upon which this Agreement is fully executed by both parties. “Existing Loans” All construction loans, development loans, mortgages, and other debt instruments currently encumbering the Portfolio Properties, totaling approximately $56,000,000 in the aggregate, as itemized in Schedule 1, which shall remain in place undisturbed following exercise of the Option. “Exercise Notice” Written notice delivered by Optionee to Grantor during the Option Period stating Optionee’s election to exercise the Option. “Exercise Price” The total consideration payable by Optionee upon exercise of the Option, being $69,500,000 in Preferred Shares, less the Option Fee previously paid, resulting in a net balance of $68,457,500 in Preferred Shares payable at Closing. “LLC Interests” 100% of the issued and outstanding membership interests in each of the Property LLCs, as listed in Schedule 1. “Management Fee” $100,000 per month payable to Grantor in Preferred Shares, due and payable monthly from the Closing Date until each respective Portfolio Property has reached Full Completion. “Option” The exclusive, irrevocable right granted by Grantor to Optionee to acquire the LLC Interests on the terms set forth in this Agreement. “Option Fee” $1,042,500, being 1.5% of the Equity Value, payable in two tranches: (i) Tranche 1: Common Shares equal in value to 19.99% of SADOT’s total issued and outstanding Common Shares as of the issuance date, priced at the 5-Day VWAP preceding issuance, payable at or promptly following the Effective Date without requiring Shareholder Approval; and (ii) Tranche 2: the remaining balance of the Option Fee (being $1,042,500 less the Tranche 1 value), payable in Preferred Shares convertible into Common Shares at the Conversion Price, contingent upon receipt of Shareholder Approval. “Option Period” The period of six (6) calendar months commencing on the Effective Date and expiring at 11:59 p.m. Pacific Time on the date that is six months thereafter (the “Expiration Date”). “Portfolio Properties” The seven (7) real estate projects described in Schedule 1 and the corresponding Exhibits A through G. “Portfolio LLCs” Collectively: 1236 Fairfax Apartments LLC; 2820 Avenel LLC; GS West Coast Investments LLC; 2649 Waverly Dr LLC; 1221-1227 N Virgil LLC; Stanley Hills LLC; and Silverlight Ventures LLC. “Preferred Shares” Series C Preferred shares of SADOT Group Inc. that: (i) rank pari passu with common shares of SADOT in all economic respects; (ii) carry no liquidation preference above common shares; and (iii) are convertible into common shares of SADOT at the Conversion Price, at the holder’s election at any time. “Full Completion” With respect to any individual Portfolio Property, the date on which such property has received a certificate of occupancy (or equivalent governmental approval), all construction is complete, all units are available for lease or sale, and such property is fully operational. “VWAP” Volume-weighted average price of SADOT Group Inc. common shares on the principal stock exchange on which such shares are listed, calculated over the five (5) consecutive trading days immediately preceding the applicable conversion notice date or issuance date, as applicable (also referred to herein as the “5-Day VWAP”). “Common Shares” Common shares of SADOT Group Inc. issued and outstanding from time to time, traded on the principal stock exchange on which SADOT shares are listed. “Shareholder Approval” The approval of SADOT Group Inc.’s shareholders, obtained at a duly convened annual or special meeting of shareholders, authorizing: (i) the issuance of Preferred Shares under this Agreement (Option Fee Tranche 2, Exercise Price, and Management Fee); and (ii) the conversion of all such Preferred Shares into Common Shares at the Conversion Price (5-Day VWAP prior to conversion), as required by the rules of the Nasdaq Capital Market and applicable securities laws. Shareholder Approval is required for all Preferred Share issuances and conversions under this Agreement. The only exception is Option Fee Tranche 1, which is issued directly as Common Shares within the 19.99% Exchange Cap and requires no Shareholder Approval. SECTION 2 — GRANT OF OPTION 2.1. Grant of Exclusive Option. Subject to the terms and conditions of this Agreement, Grantor hereby grants to Optionee an exclusive, irrevocable option (the “Option”) to acquire 100% of the LLC Interests in each of the Property LLCs during the Option Period. During the Option Period, Grantor shall not offer, negotiate, or enter into any agreement for the sale, transfer, encumbrance, or other disposition of the LLC Interests or the Portfolio Properties to any third party without the prior written consent of Optionee. 2.2. Option Period. The Option shall commence on the Effective Date and shall expire at 11:59 p.m. Pacific Time on the Expiration Date, unless earlier exercised by Optionee in accordance with Section 4 hereof. Time is of the essence with respect to the Option Period and the Expiration Date. 2.3. Nature of Acquisition. The Option, if exercised, shall result in the transfer of 100% of the LLC Interests in each Property LLC from Grantor to Optionee. Title to the Portfolio Properties shall remain vested in the respective Property LLCs at all times. Optionee shall acquire the Portfolio Properties indirectly through its acquisition of the LLC Interests. The Existing Loans shall remain in place following such transfer, undisturbed, with each Property LLC continuing as the borrower of record and Grantor continuing in her individual capacity as guarantor or obligor as required by the applicable lenders. Optionee acknowledges that no assumption of the Existing Loans by Optionee is contemplated hereunder. 2.4. No Capital Contribution Required. Optionee shall not be required to contribute any capital to fund the ongoing construction, development, operations, debt service, or carrying costs of the Portfolio Properties during the Option Period or following Closing. All such costs shall be funded from the Existing Loans, from operating revenues generated by the Portfolio Properties, or by Grantor, as the case may be. This provision is a fundamental inducement to Optionee entering into this Agreement. 2.5. Continuation of Projects. During the Option Period, Grantor shall continue to manage, develop, and operate the Portfolio Properties in the ordinary course consistent with past practice, shall maintain the Existing Loans in good standing, shall not incur additional material debt on the Portfolio Properties without Optionee’s prior written consent, and shall promptly notify Optionee of any material adverse developments affecting any Portfolio Property or any of the Existing Loans. SECTION 3 — OPTION FEE 3.1. Payment of Option Fee. As consideration for the grant of the Option, Optionee shall pay to Grantor the Option Fee of One Million Forty-Two Thousand Five Hundred United States Dollars ($1,042,500), representing 1.5% of the Equity Value, payable in two tranches as set forth in Sections 3.2 and 3.3 below. The parties acknowledge that Optionee is subject to applicable Nasdaq rules limiting the issuance of Common Shares without shareholder approval to 19.99% of its outstanding shares (the “Exchange Cap”). Accordingly, the Option Fee is structured to comply with the Exchange Cap: Tranche 1 is issued as Common Shares within the Exchange Cap; Tranche 2 and all subsequent payments under this Agreement are made in Preferred Shares subject to Shareholder Approval. 3.2. Option Fee — Tranche 1 (Common Shares). Promptly following the Effective Date, and in any event within ten (10) Business Days thereof, Optionee shall issue to Grantor a number of Common Shares (the “Tranche 1 Shares”) equal to 19.99% of SADOT Group Inc.’s total issued and outstanding Common Shares as of the fifth (5th) Business Day preceding the issuance date (the “Tranche 1 Measurement Date”). The Tranche 1 Shares shall be priced at the 5-Day VWAP as of the Tranche 1 Measurement Date (the “Tranche 1 Price”), and the aggregate value attributed to the Tranche 1 Shares (being the number of Tranche 1 Shares multiplied by the Tranche 1 Price) shall be applied as partial payment of the Option Fee. Optionee shall deliver to Grantor a written statement setting forth the share count, Tranche 1 Price, and resulting aggregate Tranche 1 value at the time of issuance. Tranche 1 shall be issued as a direct issuance of Common Shares and does not require Shareholder Approval. 3.3. Option Fee — Tranche 2 (Preferred Shares; Shareholder Approval). The remaining balance of the Option Fee after deducting the Tranche 1 value (the “Tranche 2 Amount”, being $1,042,500 less the aggregate value of Tranche 1 Shares) shall be paid to Grantor in Preferred Shares (the “Tranche 2 Shares”), convertible into Common Shares at the Conversion Price. Issuance of the Tranche 2 Shares is expressly contingent upon receipt of Shareholder Approval. Optionee shall use its best efforts to seek and obtain Shareholder Approval at the next annual or special meeting of shareholders following the Effective Date. The number of Tranche 2 Shares to be issued shall be calculated by dividing the Tranche 2 Amount by the Conversion Price as of the fifth (5th) Business Day preceding the date of issuance of the Tranche 2 Shares. If Shareholder Approval is not obtained, Optionee and Grantor shall negotiate in good faith an alternative structure for the payment of the Tranche 2 Amount that complies with applicable exchange rules and securities laws. 3.5. Nature of Preferred Shares. 3.4. Non-Refundability; Credit Against Exercise Price. The Option Fee (comprising both Tranche 1 Shares and, upon receipt of Shareholder Approval, Tranche 2 Shares) is non-refundable in all circumstances, including if Optionee elects not to exercise the Option or if the Option expires unexercised. If Optionee exercises the Option, the aggregate Option Fee (Tranche 1 value plus Tranche 2 Amount) shall be credited in full against the Exercise Price, such that the net balance of the Exercise Price payable at Closing in Preferred Shares shall be $68,457,500 (or such adjusted amount reflecting the actual Tranche 1 and Tranche 2 values paid prior to Closing). All Preferred Shares issued pursuant to this Agreement shall: (a) rank pari passu with SADOT common shares in all economic and liquidation respects; (b) carry no coupon, dividend, or interest; (c) be convertible into SADOT Common Shares at the holder’s election at any time following receipt of Shareholder Approval, at the Conversion Price (5-Day VWAP) applicable as of the date of delivery of a conversion notice; (d) carry no voting rights prior to conversion, unless required by applicable law; and (e) be non-convertible until Shareholder Approval has been duly obtained and confirmed in writing by Optionee to Grantor. SECTION 4 — EXERCISE OF OPTION 4.1. Exercise Notice. Optionee may exercise the Option at any time during the Option Period by delivering a written Exercise Notice to Grantor. The Exercise Notice shall specify: (a) Optionee’s election to exercise the Option with respect to all of the Portfolio Properties and all LLC Interests (exercise is all-or-nothing and may not be made with respect to fewer than all Portfolio Properties); (b) Optionee’s proposed Closing Date, which shall be no fewer than thirty (30) and no more than sixty (60) days following delivery of the Exercise Notice; and (c) any additional terms or conditions Optionee proposes for the Closing. 4.2. All-or-Nothing Exercise. The Option may only be exercised with respect to all seven (7) Portfolio Properties and all LLC Interests simultaneously. Optionee may not exercise the Option with respect to fewer than all Portfolio Properties. 4.3. Closing. The closing of the acquisition of the LLC Interests (the “Closing”) shall occur on the date agreed by the parties following delivery of a valid Exercise Notice (the “Closing Date”), at such time and location (or by remote exchange of documents) as the parties may agree. At Closing: (a) Grantor shall execute and deliver to Optionee membership interest assignment agreements for each Property LLC, transferring 100% of the LLC Interests to Optionee (or its designated affiliate); (b) Optionee shall issue and deliver to Grantor Preferred Shares with an aggregate value equal to the Exercise Price less the Option Fee, being $68,457,500, calculated using the Conversion Price as of the fifth (5th) Business Day preceding the Closing Date; (c) Optionee shall issue and deliver Preferred Shares constituting the first month’s Management Fee ($100,000) to Grantor; (d) Grantor shall deliver to Optionee copies of all organizational documents, operating agreements, financial records, loan documents, construction contracts, permits, plans, and other material documents relating to each Property LLC and Portfolio Property; (e) The parties shall execute such additional agreements, instruments, and documents as may be reasonably necessary to consummate the transactions contemplated hereby. 4.4. Conditions to Closing. The obligation of each party to consummate the Closing is subject to: (a) no material adverse change having occurred with respect to any Portfolio Property or any Existing Loan since the Effective Date; (b) Grantor’s representations and warranties being true and correct in all material respects as of the Closing Date; (c) no lender under any Existing Loan having declared a default or threatened acceleration as of the Closing Date; and (d) receipt of any required third-party consents, if any. SECTION 5 — EXERCISE PRICE 5.1. Exercise Price. The total consideration payable by Optionee for the LLC Interests is Sixty-Nine Million Five Hundred Thousand United States Dollars ($69,500,000) (the “Exercise Price”), representing the agreed Equity Value of the Portfolio Properties. 5.2. Payment in Preferred Shares. The Exercise Price shall be paid entirely in Preferred Shares, subject to Shareholder Approval. The number of Preferred Shares to be issued at Closing shall be calculated by dividing the net balance of $68,457,500 (i.e., the Exercise Price of $69,500,000 less the Option Fee of $1,042,500 previously credited) by the Conversion Price calculated as of the fifth (5th) Business Day preceding the Closing Date. The Preferred Shares shall be convertible into Common Shares at the Conversion Price (5-Day VWAP) at Grantor’s election at any time following Shareholder Approval. Optionee shall use its best efforts to obtain Shareholder Approval at or prior to Closing, and in any event no later than sixty (60) days following the Closing Date. Closing shall not be delayed solely on account of Shareholder Approval not yet having been obtained, but the Preferred Shares issued at Closing shall be non-convertible until Shareholder Approval is received. 5.3. Existing Loans; No Cash Payment. For the avoidance of doubt, the Exercise Price reflects only the Equity Value of the Portfolio Properties and does not include, and Optionee shall not be required to pay, repay, or assume, the Existing Loans in connection with the Closing. The Existing Loans shall remain in place following Closing, with each Property LLC continuing as borrower and Grantor continuing as guarantor or obligor, and Optionee shall have no liability with respect to the Existing Loans except as may arise from its ownership of the LLC Interests. 5.4. Agreed Value. The parties acknowledge that the Equity Value of $69,500,000 has been determined by mutual agreement based on the parties’ review of appraisals, projected sellout values, construction budgets, market analyses, and other due diligence materials provided by Grantor, as summarized in Exhibits A through G. Neither party shall have any right to adjust or dispute the Equity Value following the Effective Date. SECTION 6 — POST-EXERCISE MANAGEMENT ARRANGEMENT 6.1. Appointment as Manager. Upon and following the Closing, Grantor (Anat Attia) shall continue to serve as the manager of each Property LLC and shall be responsible for the day-to-day management, development, construction oversight, leasing, and operation of each Portfolio Property until such Portfolio Property achieves Full Completion. Grantor shall exercise her management duties in a commercially reasonable manner consistent with the standards of a professional real estate developer and in accordance with applicable law. 6.2. Management Fee. As compensation for Grantor’s management services following the Closing, Optionee shall pay Grantor a Management Fee of One Hundred Thousand United States Dollars ($100,000) per month. The Management Fee shall: (a) Commence on the Closing Date and accrue on a calendar-month basis; (b) Be paid in Preferred Shares, issued monthly within five (5) Business Days of the last Business Day of each calendar month, subject to Shareholder Approval. Such Preferred Shares shall be convertible into Common Shares at the Conversion Price upon receipt of Shareholder Approval. Optionee shall use its best efforts to obtain Shareholder Approval as soon as practicable following the Closing Date; (c) Be calculated by reference to the Conversion Price as of the fifth (5th) Business Day preceding the applicable monthly issuance date; (d) Continue on a per-project basis — i.e., the $100,000/month fee shall apply in full until the last Portfolio Property achieves Full Completion, and shall not be prorated or reduced as individual Portfolio Properties achieve Full Completion unless the parties otherwise agree in writing; (e) Cease entirely upon Full Completion of the last remaining Portfolio Property. 6.3. Management Agreement. At or prior to Closing, the parties shall negotiate and execute a separate Management Agreement, consistent with the terms of Section 6.2, setting forth in greater detail the scope of Grantor’s management duties, reporting obligations, decision-making authority, budget approval procedures, and any other operational matters as may be agreed by the parties. In the event of any conflict between this Agreement and the Management Agreement, the Management Agreement shall control with respect to operational and management matters. 6.4. Expenses. All reasonable out-of-pocket expenses incurred by Grantor in her capacity as manager of the Property LLCs following Closing shall be borne by the respective Property LLCs from project revenues or from the Existing Loans, in accordance with normal project accounting practices. The Management Fee is intended to compensate Grantor for her time and expertise, and does not constitute reimbursement for project-level expenses. 6.5. Termination of Management Role. Optionee may remove Grantor as manager of any or all Property LLCs only for cause, which shall mean: (a) Grantor’s material breach of this Agreement or the Management Agreement that remains uncured for thirty (30) days after written notice; (b) Grantor’s conviction of a felony; or (c) Grantor’s gross negligence or willful misconduct in the performance of her management duties. In the event of Grantor’s removal for cause, the Management Fee shall cease as to the affected Property LLC(s) from the date of removal. SECTION 7 — REPRESENTATIONS AND WARRANTIES 7.1 Grantor’s Representations and Warranties Grantor represents and warrants to Optionee as of the Effective Date and as of the Closing Date as follows: (a) Organization. Each Property LLC is duly organized, validly existing, and in good standing under the laws of the State of California. Grantor is the sole member and manager of each Property LLC. (b) Authority. Grantor has full legal capacity and authority to enter into this Agreement and to perform all obligations hereunder, including the transfer of LLC Interests upon exercise of the Option. This Agreement constitutes the legal, valid, and binding obligation of Grantor, enforceable in accordance with its terms. (c) Title to LLC Interests. Grantor owns 100% of the LLC Interests in each Property LLC, free and clear of any liens, pledges, encumbrances, security interests, or adverse claims of any kind, other than any restrictions set forth in each LLC’s operating agreement or arising under applicable law. (d) Portfolio Properties. Each Property LLC owns or controls the Portfolio Property described in the corresponding Exhibit, subject to the Existing Loans. There are no other material liens, encumbrances, or title defects affecting the Portfolio Properties other than the Existing Loans and matters of record disclosed to Optionee. (e) Existing Loans in Good Standing. As of the Effective Date, the Existing Loans are in good standing and no event of default has occurred and is continuing, nor to Grantor’s knowledge is any event of default threatened by any lender. (f) No Consents Required. To Grantor’s knowledge, no consent of any lender under the Existing Loans is required in connection with the transfer of LLC Interests contemplated by this Agreement. Grantor makes no warranty that such transfers will not trigger due-on-sale clauses or other provisions of the Existing Loan documents, and Optionee accepts such risk. (g) No Litigation. There is no pending or, to Grantor’s knowledge, threatened litigation, arbitration, or governmental proceeding affecting any Portfolio Property or Property LLC that would materially and adversely affect the transactions contemplated hereby. (h) Construction and Permits. All construction on the Portfolio Properties that is under construction is being conducted in accordance with applicable permits and in material compliance with applicable law. 7.2 Optionee’s Representations and Warranties Optionee represents and warrants to Grantor as of the Effective Date and as of the Closing Date as follows: (a) Organization. Optionee is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation. (b) Authority. Optionee has full corporate power and authority to enter into this Agreement and to perform all obligations hereunder. This Agreement has been duly authorized by all necessary corporate action and constitutes the legal, valid, and binding obligation of Optionee, enforceable in accordance with its terms. (c) Preferred Shares. The Preferred Shares to be issued pursuant to this Agreement, when issued, will be duly authorized, validly issued, and free of any pre-emptive rights. Optionee shall take all corporate actions necessary, including seeking and obtaining Shareholder Approval, to authorize the issuance and conversion of such shares in the amounts and on the terms required hereunder. Optionee represents that it has no knowledge of any reason why Shareholder Approval would not be obtainable in the ordinary course. (d) Securities Compliance. The issuance of Preferred Shares hereunder, and the conversion thereof into Common Shares, shall be made in compliance with applicable securities laws and Nasdaq rules. Optionee shall use its best efforts to obtain Shareholder Approval at the next annual or special meeting of shareholders following the Effective Date (and in any event within 60 days following Closing), and shall include the required shareholder proposal in its next proxy statement. Optionee shall use commercially reasonable efforts to ensure that the Preferred Shares and underlying Common Shares are or become registered, tradeable, or otherwise freely transferable to the extent permitted by applicable law. (e) SADOT Stock Exchange Listing. As of the Effective Date, SADOT Group Inc.’s common shares are listed for trading on the Nasdaq Capital Market under ticker symbol “SDOT”. Optionee shall use commercially reasonable efforts to maintain such listing throughout the Option Period and following Closing. SECTION 8 — GENERAL PROVISIONS 8.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. 8.2. Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be submitted to binding arbitration administered by JAMS in Los Angeles, California, in accordance with its Commercial Arbitration Rules. The decision of the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs. 8.3. Entire Agreement. This Agreement, together with all Schedules and Exhibits hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, agreements, and understandings of the parties with respect thereto. 8.4. Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both parties. 8.5. Notices. All notices, requests, demands, and other communications required or permitted hereunder shall be in writing and shall be deemed duly given when delivered personally, sent by overnight courier, or sent by email with confirmation of receipt, to the parties at the addresses set forth below or as may be updated by written notice: (Grantor:) Anat Attia, 1061½ N Spaulding Avenue, West Hollywood, CA 90046 (Optionee:) SADOT Group Inc., 295 E. Renfro Street, Suite 300, Burleson, TX 76028. Attn: Haggai Ravid, Chief Executive Officer 8.6. Assignment. Optionee may not assign its rights under this Agreement without the prior written consent of Grantor, except to a wholly-owned subsidiary of Optionee, in which case Optionee shall remain liable for the performance of all obligations hereunder. Grantor may not assign any of her obligations under this Agreement without the prior written consent of Optionee. 8.7. Counterparts; Electronic Signatures. This Agreement may be executed in one or more 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 for all purposes. 8.8. Severability. If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect. 8.9. No Waiver. No failure or delay by either party in exercising any right or remedy shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any subsequent breach. 8.10. Further Assurances. Each party shall, at its own cost and expense, execute and deliver such additional documents, instruments, and agreements, and shall take such further actions, as may be reasonably required to carry out the purposes and intent of this Agreement and to consummate the transactions contemplated hereby. 8.11. Relationship of Parties. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Each party is an independent party acting for its own account. 8.12. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein shall create or be deemed to create any rights in any third party. SCHEDULE 1 — PORTFOLIO PROPERTIES The following table sets forth the Portfolio Properties subject to this Agreement. Each Property is described in greater detail in the corresponding Exhibit attached hereto. Ex. Property Address Vesting LLC APN(s) Units Existing Loan Value A 1236 N Fairfax Ave, West Hollywood, CA 90046 1236 Fairfax Apartments LLC 5530-001-051 8 $ 6,000,000 $ 10,000,000 B 2820–2824 Avenel St, Silver Lake, LA, CA 90039 2820 Avenel LLC 5434-028-049 to -053 5 $ 6,500,000 $ 11,500,000 C 109–115 Catamaran St, Marina del Rey, CA 90292 GS West Coast Investments LLC 4225-004-080 4 $ 4,000,000 $ 12,000,000 D 2649–2653 Waverly Dr, Silver Lake, LA, CA 90039 2649 Waverly Dr LLC 5438-022-013 6 $ 7,000,000 $ 14,000,000 E 1221–1227 N Virgil Ave, Los Angeles, CA 90029 1221-1227 N Virgil LLC 5542-021-028&-029 10 $ 10,000,000 $ 22,000,000 F 1134 N Westmoreland Ave, Los Angeles, CA 90029 Stanley Hills LLC 5542-026-010 98 $ 2,500,000 $ 24,000,000 G 2919–2923 Waverly Dr, Silver Lake, LA, CA 90039 Anat Attia / Silverlight Ventures LLC 5434-025-014&-015 16 $ 20,000,000 $ 32,000,000 TOTAL 147 $ 56,000,000 $ 125,500,000 * Loan figures represent the full facility commitment amount; actual drawn balances may be lower as of the Effective Date. All Existing Loans remain in place following any transfer of LLC Interests. * The Equity Value of $69,500,000 represents the agreed difference between the Total Portfolio Value and aggregate Existing Loans as defined herein. EXHIBITS A THROUGH G — PROPERTY DESCRIPTIONS Exhibits A through G (the individual one-page property descriptions for each of the seven Portfolio Properties) are attached hereto and incorporated herein by reference. The Exhibits contain property-specific details including APN(s), vesting LLC, unit mix, construction status, existing financing, appraised or projected value, and project website. In the event of any conflict between an Exhibit and the body of this Agreement, the body of this Agreement shall control. Exhibit Address Property Name Units Loan Value Status A 1236 N Fairfax Ave, West Hollywood The Fairfax 8 $ 6.0 M $ 10.0 M Complete B 2820–2824 Avenel St, Silver Lake Selene Silver Lake 5 $ 6.5 M $ 11.5 M Under Const. C 109–115 Catamaran St, Marina del Rey The Catamaran 4 $ 4.0 M $ 12.0 M Under Const. D 2649–2653 Waverly Dr, Silver Lake Waverly Crest 6 $ 7.0 M $ 14.0 M Under Const. E 1221–1227 N Virgil Ave, Los Angeles 1221 Virgil 10 $ 10.0 M $ 22.0 M Under Const. F 1134 N Westmoreland Ave, Los Angeles Westmoreland 98 98 $ 2.5 M $ 24.0 M Entitled G 2919–2923 Waverly Dr, Silver Lake Atria Silver Lake 16 $ 20.0 M $ 32.0 M Complete SIGNATURE PAGE IN WITNESS WHEREOF, the parties have executed this Written Option Agreement as of the date first written above. GRANTOR Signature: s// Anat Attia Anat Attia, individually and as Sole Member of: - 1236 Fairfax Apartments LLC - 2820 Avenel LLC - GS West Coast Investments LLC - 2649 Waverly Dr LLC - 1221-1227 N Virgil LLC - Stanley Hills LLC - Silverlight Ventures LLC Date: _____________________________ OPTIONEE Signature: /s/Haggai Ravid SADOT Group Inc. a Nevada corporation 295 E. Renfro Street, Suite 300 Burleson, TX 76028 Name: Haggai Ravid Title: Chief Executive Officer Name: Haggai Ravid Title: Chief Executive Officer Date: _____________________________

Document text

EX-10.1 · e7717_ex10-1.htm

EX-10.1
2
e7717_ex10-1.htm
EXHIBIT 10.1

EXHIBIT 10.1

WRITTEN OPTION AGREEMENT

FOR THE ACQUISITION OF A REAL ESTATE PORTFOLIO

Between

ANAT ATTIA

Individually and as Sole Member of Each Property
LLC

(&ldquo;Grantor&rdquo;)

and

SADOT GROUP INC.

a Nevada corporation

(&ldquo;Optionee&rdquo;)

Dated: June 10, 2026

Portfolio Summary

7 Properties | 147 Units | $56,000,000 Existing Loans | $125,500,000 Total
Value

Portfolio Equity: $69,500,000 | Option Fee: $1,042,500 | Option Period:
6 Months

RECITALS

WHEREAS, Grantor is the sole member and manager of
each of the limited liability companies listed in Schedule 1 hereto (the &ldquo;Property LLCs&rdquo;), each of which owns or controls
one or more real property assets located in the State of California (collectively, the &ldquo;Portfolio Properties&rdquo;);

WHEREAS, the Portfolio Properties consist of seven
(7) real estate projects comprising in aggregate 147 residential units at various stages of completion, all of which are either completed,
under construction with full construction financing in place, or entitled and in pre-development, as more particularly described in the
Exhibits attached hereto;

WHEREAS, all existing construction loans, development
loans, and mortgages encumbering the Portfolio Properties (the &ldquo;Existing Loans&rdquo;) shall remain in place following any transfer
of membership interests, with Grantor continuing as borrower and/or guarantor under such Existing Loans, and Optionee shall not be required
to contribute any additional capital to fund the ongoing construction or operations of the Portfolio Properties during the Option Period
or thereafter;

WHEREAS, Grantor desires to grant to Optionee an exclusive
option to acquire 100% of the membership interests in each of the Property LLCs (the &ldquo;LLC Interests&rdquo;), subject to the terms
and conditions set forth herein;

WHEREAS, Optionee desires to acquire such option on
the terms and conditions set forth herein, with consideration payable partly in Common Shares (up to 19.99% of outstanding shares, as
the Option Fee Tranche 1) and partly in Series C Preferred Shares convertible into Common Shares at the 5-Day VWAP prior to conversion,
in all cases subject to Shareholder Approval except for Tranche 1 of the Option Fee, all as more particularly set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants
and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:

SECTION 1 &mdash; DEFINITIONS

&ldquo;Agreement&rdquo;
This Written Option Agreement, including all Schedules and Exhibits attached hereto, as may be amended from time to time by written agreement of the parties.

&ldquo;Business Day&rdquo;
Any day other than a Saturday, Sunday, or a day on which commercial banks in the State of California are authorized or required to be closed.

&ldquo;Conversion Price&rdquo;
For any issuance or conversion of Preferred Shares to Common Shares under this Agreement, the volume-weighted average price (VWAP) of SADOT Group Inc. common shares on the principal trading exchange for the five (5) consecutive trading days immediately preceding the applicable issuance or conversion notice date (also referred to as the &ldquo;5-Day VWAP&rdquo;). The same 5-Day VWAP methodology applies to the pricing of Common Shares issued as Option Fee Tranche 1.

&ldquo;Equity Value&rdquo;
The aggregate portfolio equity value of $69,500,000, representing the difference between the Total Portfolio Value ($125,500,000) and the aggregate Existing Loans ($56,000,000), as agreed by the parties.

&ldquo;Effective Date&rdquo;
The date first written above upon which this Agreement is fully executed by both parties.

&ldquo;Existing Loans&rdquo;
All construction loans, development loans, mortgages, and other debt instruments currently encumbering the Portfolio Properties, totaling approximately $56,000,000 in the aggregate, as itemized in Schedule 1, which shall remain in place undisturbed following exercise of the Option.

&ldquo;Exercise Notice&rdquo;
Written notice delivered by Optionee to Grantor during the Option Period stating Optionee&rsquo;s election to exercise the Option.

&ldquo;Exercise Price&rdquo;
The total consideration payable by Optionee upon exercise of the Option, being $69,500,000 in Preferred Shares, less the Option Fee previously paid, resulting in a net balance of $68,457,500 in Preferred Shares payable at Closing.

&ldquo;LLC Interests&rdquo;
100% of the issued and outstanding membership interests in each of the Property LLCs, as listed in Schedule 1.

&ldquo;Management Fee&rdquo;
$100,000 per month payable to Grantor in Preferred Shares, due and payable monthly from the Closing Date until each respective Portfolio Property has reached Full Completion.

&ldquo;Option&rdquo;
The exclusive, irrevocable right granted by Grantor to Optionee to acquire the LLC Interests on the terms set forth in this Agreement.

&ldquo;Option Fee&rdquo;
$1,042,500, being 1.5% of the Equity Value, payable in two tranches: (i) Tranche 1: Common Shares equal in value to 19.99% of SADOT&rsquo;s total issued and outstanding Common Shares as of the issuance date, priced at the 5-Day VWAP preceding issuance, payable at or promptly following the Effective Date without requiring Shareholder Approval; and (ii) Tranche 2: the remaining balance of the Option Fee (being $1,042,500 less the Tranche 1 value), payable in Preferred Shares convertible into Common Shares at the Conversion Price, contingent upon receipt of Shareholder Approval.

&ldquo;Option Period&rdquo;
The period of six (6) calendar months commencing on the Effective Date and expiring at 11:59 p.m. Pacific Time on the date that is six months thereafter (the &ldquo;Expiration Date&rdquo;).

&ldquo;Portfolio Properties&rdquo;
The seven (7) real estate projects described in Schedule 1 and the corresponding Exhibits A through G.

&ldquo;Portfolio LLCs&rdquo;
Collectively: 1236 Fairfax Apartments LLC; 2820 Avenel LLC; GS West Coast Investments LLC; 2649 Waverly Dr LLC; 1221-1227 N Virgil LLC; Stanley Hills LLC; and Silverlight Ventures LLC.

&ldquo;Preferred Shares&rdquo;
Series C Preferred shares of SADOT Group Inc. that: (i) rank pari passu with common shares of SADOT in all economic respects; (ii) carry no liquidation preference above common shares; and (iii) are convertible into common shares of SADOT at the Conversion Price, at the holder&rsquo;s election at any time.

&ldquo;Full Completion&rdquo;
With respect to any individual Portfolio Property, the date on which such property has received a certificate of occupancy (or equivalent governmental approval), all construction is complete, all units are available for lease or sale, and such property is fully operational.

&ldquo;VWAP&rdquo;
Volume-weighted average price of SADOT Group Inc. common shares on the principal stock exchange on which such shares are listed, calculated over the five (5) consecutive trading days immediately preceding the applicable conversion notice date or issuance date, as applicable (also referred to herein as the &ldquo;5-Day VWAP&rdquo;).

&ldquo;Common Shares&rdquo;
Common shares of SADOT Group Inc. issued and outstanding from time to time, traded on the principal stock exchange on which SADOT shares are listed.

&ldquo;Shareholder Approval&rdquo;
The approval of SADOT Group Inc.&rsquo;s shareholders, obtained at a duly convened annual or special meeting of shareholders, authorizing: (i) the issuance of Preferred Shares under this Agreement (Option Fee Tranche 2, Exercise Price, and Management Fee); and (ii) the conversion of all such Preferred Shares into Common Shares at the Conversion Price (5-Day VWAP prior to conversion), as required by the rules of the Nasdaq Capital Market and applicable securities laws. Shareholder Approval is required for all Preferred Share issuances and conversions under this Agreement. The only exception is Option Fee Tranche 1, which is issued directly as Common Shares within the 19.99% Exchange Cap and requires no Shareholder Approval.

SECTION 2 &mdash; GRANT OF OPTION

2.1. Grant of Exclusive Option.

Subject to the terms and conditions of this Agreement,
Grantor hereby grants to Optionee an exclusive, irrevocable option (the &ldquo;Option&rdquo;) to acquire 100% of the LLC Interests in
each of the Property LLCs during the Option Period. During the Option Period, Grantor shall not offer, negotiate, or enter into any agreement
for the sale, transfer, encumbrance, or other disposition of the LLC Interests or the Portfolio Properties to any third party without
the prior written consent of Optionee.

2.2. Option Period.

The Option shall commence on the Effective Date and
shall expire at 11:59 p.m. Pacific Time on the Expiration Date, unless earlier exercised by Optionee in accordance with Section 4 hereof.
Time is of the essence with respect to the Option Period and the Expiration Date.

2.3. Nature of Acquisition.

The Option, if exercised, shall result in the transfer
of 100% of the LLC Interests in each Property LLC from Grantor to Optionee. Title to the Portfolio Properties shall remain vested in the
respective Property LLCs at all times. Optionee shall acquire the Portfolio Properties indirectly through its acquisition of the LLC Interests.
The Existing Loans shall remain in place following such transfer, undisturbed, with each Property LLC continuing as the borrower of record
and Grantor continuing in her individual capacity as guarantor or obligor as required by the applicable lenders. Optionee acknowledges
that no assumption of the Existing Loans by Optionee is contemplated hereunder.

2.4. No Capital Contribution Required.

Optionee shall not be required to contribute any capital
to fund the ongoing construction, development, operations, debt service, or carrying costs of the Portfolio Properties during the Option
Period or following Closing. All such costs shall be funded from the Existing Loans, from operating revenues generated by the Portfolio
Properties, or by Grantor, as the case may be. This provision is a fundamental inducement to Optionee entering into this Agreement.

2.5. Continuation of Projects.

During the Option Period, Grantor shall continue to
manage, develop, and operate the Portfolio Properties in the ordinary course consistent with past practice, shall maintain the Existing
Loans in good standing, shall not incur additional material debt on the Portfolio Properties without Optionee&rsquo;s prior written consent,
and shall promptly notify Optionee of any material adverse developments affecting any Portfolio Property or any of the Existing Loans.

SECTION 3 &mdash; OPTION FEE

3.1. Payment of Option Fee.

As consideration for the grant of the Option, Optionee
shall pay to Grantor the Option Fee of One Million Forty-Two Thousand Five Hundred United States Dollars ($1,042,500), representing 1.5%
of the Equity Value, payable in two tranches as set forth in Sections 3.2 and 3.3 below. The parties acknowledge that Optionee is subject
to applicable Nasdaq rules limiting the issuance of Common Shares without shareholder approval to 19.99% of its outstanding shares (the
&ldquo;Exchange Cap&rdquo;). Accordingly, the Option Fee is structured to comply with the Exchange Cap: Tranche 1 is issued as Common
Shares within the Exchange Cap; Tranche 2 and all subsequent payments under this Agreement are made in Preferred Shares subject to Shareholder
Approval.

3.2. Option Fee &mdash; Tranche 1 (Common Shares).

Promptly following the Effective Date, and in any
event within ten (10) Business Days thereof, Optionee shall issue to Grantor a number of Common Shares (the &ldquo;Tranche 1 Shares&rdquo;)
equal to 19.99% of SADOT Group Inc.&rsquo;s total issued and outstanding Common Shares as of the fifth (5th) Business Day preceding the
issuance date (the &ldquo;Tranche 1 Measurement Date&rdquo;). The Tranche 1 Shares shall be priced at the 5-Day VWAP as of the Tranche
1 Measurement Date (the &ldquo;Tranche 1 Price&rdquo;), and the aggregate value attributed to the Tranche 1 Shares (being the number of
Tranche 1 Shares multiplied by the Tranche 1 Price) shall be applied as partial payment of the Option Fee. Optionee shall deliver to Grantor
a written statement setting forth the share count, Tranche 1 Price, and resulting aggregate Tranche 1 value at the time of issuance. Tranche
1 shall be issued as a direct issuance of Common Shares and does not require Shareholder Approval.

3.3. Option Fee &mdash; Tranche 2 (Preferred Shares; Shareholder Approval).

The remaining balance of the Option Fee after deducting
the Tranche 1 value (the &ldquo;Tranche 2 Amount&rdquo;, being $1,042,500 less the aggregate value of Tranche 1 Shares) shall be paid
to Grantor in Preferred Shares (the &ldquo;Tranche 2 Shares&rdquo;), convertible into Common Shares at the Conversion Price. Issuance
of the Tranche 2 Shares is expressly contingent upon receipt of Shareholder Approval. Optionee shall use its best efforts to seek and
obtain Shareholder Approval at the next annual or special meeting of shareholders following the Effective Date. The number of Tranche
2 Shares to be issued shall be calculated by dividing the Tranche 2 Amount by the Conversion Price as of the fifth (5th) Business Day
preceding the date of issuance of the Tranche 2 Shares. If Shareholder Approval is not obtained, Optionee and Grantor shall negotiate
in good faith an alternative structure for the payment of the Tranche 2 Amount that complies with applicable exchange rules and securities
laws.

3.5. Nature of Preferred Shares.

3.4. Non-Refundability; Credit Against Exercise Price.

The Option Fee (comprising both Tranche 1 Shares and,
upon receipt of Shareholder Approval, Tranche 2 Shares) is non-refundable in all circumstances, including if Optionee elects not to exercise
the Option or if the Option expires unexercised. If Optionee exercises the Option, the aggregate Option Fee (Tranche 1 value plus Tranche
2 Amount) shall be credited in full against the Exercise Price, such that the net balance of the Exercise Price payable at Closing in
Preferred Shares shall be $68,457,500 (or such adjusted amount reflecting the actual Tranche 1 and Tranche 2 values paid prior to Closing).

All Preferred Shares issued pursuant to this Agreement
shall: (a) rank pari passu with SADOT common shares in all economic and liquidation respects; (b) carry no coupon, dividend, or interest;
(c) be convertible into SADOT Common Shares at the holder&rsquo;s election at any time following receipt of Shareholder Approval, at the
Conversion Price (5-Day VWAP) applicable as of the date of delivery of a conversion notice; (d) carry no voting rights prior to conversion,
unless required by applicable law; and (e) be non-convertible until Shareholder Approval has been duly obtained and confirmed in writing
by Optionee to Grantor.

SECTION 4 &mdash; EXERCISE OF OPTION

4.1. Exercise Notice.

Optionee may exercise the Option at any time during
the Option Period by delivering a written Exercise Notice to Grantor. The Exercise Notice shall specify: (a) Optionee&rsquo;s election
to exercise the Option with respect to all of the Portfolio Properties and all LLC Interests (exercise is all-or-nothing and may not be
made with respect to fewer than all Portfolio Properties); (b) Optionee&rsquo;s proposed Closing Date, which shall be no fewer than thirty
(30) and no more than sixty (60) days following delivery of the Exercise Notice; and (c) any additional terms or conditions Optionee proposes
for the Closing.

4.2. All-or-Nothing Exercise.

The Option may only be exercised with respect to all
seven (7) Portfolio Properties and all LLC Interests simultaneously. Optionee may not exercise the Option with respect to fewer than all
Portfolio Properties.

4.3. Closing.

The closing of the acquisition of the LLC Interests
(the &ldquo;Closing&rdquo;) shall occur on the date agreed by the parties following delivery of a valid Exercise Notice (the &ldquo;Closing
Date&rdquo;), at such time and location (or by remote exchange of documents) as the parties may agree. At Closing:

(a) Grantor shall execute and deliver
to Optionee membership interest assignment agreements for each Property LLC, transferring 100% of the LLC Interests to Optionee (or its
designated affiliate);

(b) Optionee shall issue and deliver
to Grantor Preferred Shares with an aggregate value equal to the Exercise Price less the Option Fee, being $68,457,500, calculated using
the Conversion Price as of the fifth (5th) Business Day preceding the Closing Date;

(c) Optionee shall issue and deliver
Preferred Shares constituting the first month&rsquo;s Management Fee ($100,000) to Grantor;

(d) Grantor shall deliver to Optionee
copies of all organizational documents, operating agreements, financial records, loan documents, construction contracts, permits, plans,
and other material documents relating to each Property LLC and Portfolio Property;

(e) The parties shall execute such
additional agreements, instruments, and documents as may be reasonably necessary to consummate the transactions contemplated hereby.

4.4. Conditions to Closing.

The obligation of each party to consummate the Closing
is subject to: (a) no material adverse change having occurred with respect to any Portfolio Property or any Existing Loan since the Effective
Date; (b) Grantor&rsquo;s representations and warranties being true and correct in all material respects as of the Closing Date; (c) no
lender under any Existing Loan having declared a default or threatened acceleration as of the Closing Date; and (d) receipt of any required
third-party consents, if any.

SECTION 5 &mdash; EXERCISE PRICE

5.1. Exercise Price.

The total consideration payable by Optionee for the
LLC Interests is Sixty-Nine Million Five Hundred Thousand United States Dollars ($69,500,000) (the &ldquo;Exercise Price&rdquo;), representing
the agreed Equity Value of the Portfolio Properties.

5.2. Payment in Preferred Shares.

The Exercise Price shall be paid entirely in Preferred
Shares, subject to Shareholder Approval. The number of Preferred Shares to be issued at Closing shall be calculated by dividing the net
balance of $68,457,500 (i.e., the Exercise Price of $69,500,000 less the Option Fee of $1,042,500 previously credited) by the Conversion
Price calculated as of the fifth (5th) Business Day preceding the Closing Date. The Preferred Shares shall be convertible into Common
Shares at the Conversion Price (5-Day VWAP) at Grantor&rsquo;s election at any time following Shareholder Approval. Optionee shall use
its best efforts to obtain Shareholder Approval at or prior to Closing, and in any event no later than sixty (60) days following the Closing
Date. Closing shall not be delayed solely on account of Shareholder Approval not yet having been obtained, but the Preferred Shares issued
at Closing shall be non-convertible until Shareholder Approval is received.

5.3. Existing Loans; No Cash Payment.

For the avoidance of doubt, the Exercise Price reflects
only the Equity Value of the Portfolio Properties and does not include, and Optionee shall not be required to pay, repay, or assume, the
Existing Loans in connection with the Closing. The Existing Loans shall remain in place following Closing, with each Property LLC continuing
as borrower and Grantor continuing as guarantor or obligor, and Optionee shall have no liability with respect to the Existing Loans except
as may arise from its ownership of the LLC Interests.

5.4. Agreed Value.

The parties acknowledge that the Equity Value of $69,500,000
has been determined by mutual agreement based on the parties&rsquo; review of appraisals, projected sellout values, construction budgets,
market analyses, and other due diligence materials provided by Grantor, as summarized in Exhibits A through G. Neither party shall have
any right to adjust or dispute the Equity Value following the Effective Date.

SECTION 6 &mdash; POST-EXERCISE MANAGEMENT ARRANGEMENT

6.1. Appointment as Manager.

Upon and following the Closing, Grantor (Anat Attia)
shall continue to serve as the manager of each Property LLC and shall be responsible for the day-to-day management, development, construction
oversight, leasing, and operation of each Portfolio Property until such Portfolio Property achieves Full Completion. Grantor shall exercise
her management duties in a commercially reasonable manner consistent with the standards of a professional real estate developer and in
accordance with applicable law.

6.2. Management Fee.

As compensation for Grantor&rsquo;s management services
following the Closing, Optionee shall pay Grantor a Management Fee of One Hundred Thousand United States Dollars ($100,000) per month.
The Management Fee shall:

(a) Commence on the Closing Date and
accrue on a calendar-month basis;

(b) Be paid in Preferred Shares, issued
monthly within five (5) Business Days of the last Business Day of each calendar month, subject to Shareholder Approval. Such Preferred
Shares shall be convertible into Common Shares at the Conversion Price upon receipt of Shareholder Approval. Optionee shall use its best
efforts to obtain Shareholder Approval as soon as practicable following the Closing Date;

(c) Be calculated by reference to
the Conversion Price as of the fifth (5th) Business Day preceding the applicable monthly issuance date;

(d) Continue on a per-project basis
&mdash; i.e., the $100,000/month fee shall apply in full until the last Portfolio Property achieves Full Completion, and shall not be
prorated or reduced as individual Portfolio Properties achieve Full Completion unless the parties otherwise agree in writing;

(e) Cease entirely upon Full Completion
of the last remaining Portfolio Property.

6.3. Management Agreement.

At or prior to Closing, the parties shall negotiate
and execute a separate Management Agreement, consistent with the terms of Section 6.2, setting forth in greater detail the scope of Grantor&rsquo;s
management duties, reporting obligations, decision-making authority, budget approval procedures, and any other operational matters as
may be agreed by the parties. In the event of any conflict between this Agreement and the Management Agreement, the Management Agreement
shall control with respect to operational and management matters.

6.4. Expenses.

All reasonable out-of-pocket expenses incurred by
Grantor in her capacity as manager of the Property LLCs following Closing shall be borne by the respective Property LLCs from project
revenues or from the Existing Loans, in accordance with normal project accounting practices. The Management Fee is intended to compensate
Grantor for her time and expertise, and does not constitute reimbursement for project-level expenses.

6.5. Termination of Management Role.

Optionee may remove Grantor as manager of any or all
Property LLCs only for cause, which shall mean: (a) Grantor&rsquo;s material breach of this Agreement or the Management Agreement that
remains uncured for thirty (30) days after written notice; (b) Grantor&rsquo;s conviction of a felony; or (c) Grantor&rsquo;s gross negligence
or willful misconduct in the performance of her management duties. In the event of Grantor&rsquo;s removal for cause, the Management Fee
shall cease as to the affected Property LLC(s) from the date of removal.

SECTION 7 &mdash; REPRESENTATIONS AND WARRANTIES

7.1 Grantor&rsquo;s Representations and Warranties

Grantor represents and warrants to Optionee as of
the Effective Date and as of the Closing Date as follows:

(a) Organization. Each Property LLC
is duly organized, validly existing, and in good standing under the laws of the State of California. Grantor is the sole member and manager
of each Property LLC.

(b) Authority. Grantor has full legal
capacity and authority to enter into this Agreement and to perform all obligations hereunder, including the transfer of LLC Interests
upon exercise of the Option. This Agreement constitutes the legal, valid, and binding obligation of Grantor, enforceable in accordance
with its terms.

(c) Title to LLC Interests. Grantor
owns 100% of the LLC Interests in each Property LLC, free and clear of any liens, pledges, encumbrances, security interests, or adverse
claims of any kind, other than any restrictions set forth in each LLC&rsquo;s operating agreement or arising under applicable law.

(d) Portfolio Properties. Each Property
LLC owns or controls the Portfolio Property described in the corresponding Exhibit, subject to the Existing Loans. There are no other
material liens, encumbrances, or title defects affecting the Portfolio Properties other than the Existing Loans and matters of record
disclosed to Optionee.

(e) Existing Loans in Good Standing.
As of the Effective Date, the Existing Loans are in good standing and no event of default has occurred and is continuing, nor to Grantor&rsquo;s
knowledge is any event of default threatened by any lender.

(f) No Consents Required. To Grantor&rsquo;s
knowledge, no consent of any lender under the Existing Loans is required in connection with the transfer of LLC Interests contemplated
by this Agreement. Grantor makes no warranty that such transfers will not trigger due-on-sale clauses or other provisions of the Existing
Loan documents, and Optionee accepts such risk.

(g) No Litigation. There is no pending
or, to Grantor&rsquo;s knowledge, threatened litigation, arbitration, or governmental proceeding affecting any Portfolio Property or Property
LLC that would materially and adversely affect the transactions contemplated hereby.

(h) Construction and Permits. All
construction on the Portfolio Properties that is under construction is being conducted in accordance with applicable permits and in material
compliance with applicable law.

7.2 Optionee&rsquo;s Representations and Warranties

Optionee represents and warrants to Grantor as of
the Effective Date and as of the Closing Date as follows:

(a) Organization. Optionee is a corporation
duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation.

(b) Authority. Optionee has full corporate
power and authority to enter into this Agreement and to perform all obligations hereunder. This Agreement has been duly authorized by
all necessary corporate action and constitutes the legal, valid, and binding obligation of Optionee, enforceable in accordance with its
terms.

(c) Preferred Shares. The Preferred
Shares to be issued pursuant to this Agreement, when issued, will be duly authorized, validly issued, and free of any pre-emptive rights.
Optionee shall take all corporate actions necessary, including seeking and obtaining Shareholder Approval, to authorize the issuance and
conversion of such shares in the amounts and on the terms required hereunder. Optionee represents that it has no knowledge of any reason
why Shareholder Approval would not be obtainable in the ordinary course.

(d) Securities Compliance. The issuance
of Preferred Shares hereunder, and the conversion thereof into Common Shares, shall be made in compliance with applicable securities laws
and Nasdaq rules. Optionee shall use its best efforts to obtain Shareholder Approval at the next annual or special meeting of shareholders
following the Effective Date (and in any event within 60 days following Closing), and shall include the required shareholder proposal
in its next proxy statement. Optionee shall use commercially reasonable efforts to ensure that the Preferred Shares and underlying Common
Shares are or become registered, tradeable, or otherwise freely transferable to the extent permitted by applicable law.

(e) SADOT Stock Exchange Listing.
As of the Effective Date, SADOT Group Inc.&rsquo;s common shares are listed for trading on the Nasdaq Capital Market under ticker symbol
&ldquo;SDOT&rdquo;. Optionee shall use commercially reasonable efforts to maintain such listing throughout the Option Period and following
Closing.

SECTION 8 &mdash; GENERAL PROVISIONS

8.1. Governing Law.

This Agreement shall be governed by and construed
in accordance with the laws of the State of California, without regard to its conflict of laws principles.

8.2. Dispute Resolution.

Any dispute, claim, or controversy arising out of
or relating to this Agreement, or the breach, termination, or validity thereof, shall be submitted to binding arbitration administered
by JAMS in Los Angeles, California, in accordance with its Commercial Arbitration Rules. The decision of the arbitrator shall be final
and binding and may be entered as a judgment in any court of competent jurisdiction. The prevailing party shall be entitled to recover
its reasonable attorneys&rsquo; fees and costs.

8.3. Entire Agreement.

This Agreement, together with all Schedules and Exhibits
hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous
negotiations, representations, warranties, agreements, and understandings of the parties with respect thereto.

8.4. Amendments.

This Agreement may not be amended, modified, or supplemented
except by a written instrument signed by both parties.

8.5. Notices.

All notices, requests, demands, and other communications
required or permitted hereunder shall be in writing and shall be deemed duly given when delivered personally, sent by overnight courier,
or sent by email with confirmation of receipt, to the parties at the addresses set forth below or as may be updated by written notice:

(Grantor:) Anat Attia, 1061&frac12;
N Spaulding Avenue, West Hollywood, CA 90046

(Optionee:) SADOT Group Inc., 295
E. Renfro Street, Suite 300, Burleson, TX 76028. Attn: Haggai Ravid, Chief Executive Officer

8.6. Assignment.

Optionee may not assign its rights under this Agreement
without the prior written consent of Grantor, except to a wholly-owned subsidiary of Optionee, in which case Optionee shall remain liable
for the performance of all obligations hereunder. Grantor may not assign any of her obligations under this Agreement without the prior
written consent of Optionee.

8.7. Counterparts; Electronic Signatures.

This Agreement may be executed in one or more 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 for all purposes.

8.8. Severability.

If any provision of this Agreement is found to be
invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining
provisions of this Agreement shall remain in full force and effect.

8.9. No Waiver.

No failure or delay by either party in exercising
any right or remedy shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any subsequent breach.

8.10. Further Assurances.

Each party shall, at its own cost and expense, execute
and deliver such additional documents, instruments, and agreements, and shall take such further actions, as may be reasonably required
to carry out the purposes and intent of this Agreement and to consummate the transactions contemplated hereby.

8.11. Relationship of Parties.

Nothing in this Agreement shall be construed as creating
a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Each party is an independent party acting
for its own account.

8.12. No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties
hereto and their respective successors and permitted assigns, and nothing herein shall create or be deemed to create any rights in any
third party.

SCHEDULE 1 &mdash; PORTFOLIO PROPERTIES

The following table sets forth the Portfolio Properties
subject to this Agreement. Each Property is described in greater detail in the corresponding Exhibit attached hereto.

Ex.
Property Address
Vesting LLC
APN(s)
Units
Existing Loan
Value

A
1236 N Fairfax Ave, West Hollywood, CA 90046
1236 Fairfax Apartments LLC
5530-001-051
8
$ 6,000,000
$ 10,000,000

B
2820&ndash;2824 Avenel St, Silver Lake, LA, CA 90039
2820 Avenel LLC
5434-028-049 to -053
5
$ 6,500,000
$ 11,500,000

C
109&ndash;115 Catamaran St, Marina del Rey, CA 90292
GS West Coast Investments LLC
4225-004-080
4
$ 4,000,000
$ 12,000,000

D
2649&ndash;2653 Waverly Dr, Silver Lake, LA, CA 90039
2649 Waverly Dr LLC
5438-022-013
6
$ 7,000,000
$ 14,000,000

E
1221&ndash;1227 N Virgil Ave, Los Angeles, CA 90029
1221-1227 N Virgil LLC
5542-021-028&-029
10
$ 10,000,000
$ 22,000,000

F
1134 N Westmoreland Ave, Los Angeles, CA 90029
Stanley Hills LLC
5542-026-010
98
$ 2,500,000
$ 24,000,000

G
2919&ndash;2923 Waverly Dr, Silver Lake, LA, CA 90039
Anat Attia / Silverlight Ventures LLC
5434-025-014&-015
16
$ 20,000,000
$ 32,000,000

TOTAL

147
$ 56,000,000
$ 125,500,000

* Loan figures represent the full facility commitment
amount; actual drawn balances may be lower as of the Effective Date. All Existing Loans remain in place following any transfer of LLC
Interests.

* The Equity Value of $69,500,000 represents the agreed
difference between the Total Portfolio Value and aggregate Existing Loans as defined herein.

EXHIBITS A THROUGH G &mdash; PROPERTY DESCRIPTIONS

Exhibits A through G (the individual one-page property
descriptions for each of the seven Portfolio Properties) are attached hereto and incorporated herein by reference. The Exhibits contain
property-specific details including APN(s), vesting LLC, unit mix, construction status, existing financing, appraised or projected value,
and project website. In the event of any conflict between an Exhibit and the body of this Agreement, the body of this Agreement shall
control.

Exhibit

Address

Property
Name

Units

Loan

Value

Status

1236
N Fairfax Ave, West Hollywood

The
Fairfax

$
6.0
M

$
10.0
M

Complete

2820&ndash;2824
Avenel St, Silver Lake

Selene
Silver Lake

$
6.5
M

$
11.5
M

Under
Const.

109&ndash;115
Catamaran St, Marina del Rey

The
Catamaran

$
4.0
M

$
12.0
M

Under
Const.

2649&ndash;2653
Waverly Dr, Silver Lake

Waverly
Crest

$
7.0
M

$
14.0
M

Under
Const.

1221&ndash;1227
N Virgil Ave, Los Angeles

1221 Virgil

$
10.0
M

$
22.0
M

Under
Const.

1134
N Westmoreland Ave, Los Angeles

Westmoreland
98

$
2.5
M

$
24.0
M

Entitled

2919&ndash;2923
Waverly Dr, Silver Lake

Atria
Silver Lake

$
20.0
M

$
32.0
M

Complete

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have executed this
Written Option Agreement as of the date first written above.

GRANTOR

Signature: s// Anat Attia

Anat Attia, individually and as Sole Member of:

- 1236 Fairfax Apartments LLC

- 2820 Avenel LLC

- GS West Coast Investments LLC

- 2649 Waverly Dr LLC

- 1221-1227 N Virgil LLC

- Stanley Hills LLC

- Silverlight Ventures LLC

Date: _____________________________

OPTIONEE

Signature: /s/Haggai Ravid

SADOT Group Inc.

a Nevada corporation

295 E. Renfro Street, Suite 300

Burleson, TX 76028

Name: Haggai Ravid

Title: Chief Executive Officer

Name: Haggai Ravid

Title: Chief Executive Officer

Date: _____________________________

EX-10.2 · e7717_ex10-2.htm

Type

EX-10.2

File

e7717_ex10-2.htm

Document text
EX-10.2 · e7717_ex10-2.htm EX-10.2 3 e7717_ex10-2.htm EXHIBIT 10.2 EXHIBIT 10.2 AMENDMENT NO. 1 TO WRITTEN OPTION AGREEMENT FOR THE ACQUISITION OF A REAL ESTATE PORTFOLIO Between ANAT ATTIA Individually and as Sole Member of Each Property LLC (“Grantor”) and SADOT GROUP INC. a Nevada corporation (“Optionee”) Dated: June 10, 2026 THIS AMENDMENT NO. 1 TO WRITTEN OPTION AGREEMENT (this “ Amendment ”) is entered into as of June 10, 2026 (the “ Amendment Date ”), by and between ANAT ATTIA , individually and as sole member of each of the Property LLCs identified in the Agreement (as defined below) (“Grantor”), and SADOT GROUP INC. , a Nevada corporation listed on the Nasdaq Capital Market under ticker symbol “SDOT” (“Optionee”). RECITALS WHEREAS, Grantor and Optionee entered into that certain Written Option Agreement for the Acquisition of a Real Estate Portfolio (the “ Agreement ”), bearing the date of June 10, 2026, covering a portfolio of seven (7) California real estate projects comprising in aggregate 147 residential units, as more particularly described therein; WHEREAS, the parties acknowledge and confirm that although the Agreement bears the date of June 10, 2026, it was in fact executed by both parties on June 4, 2026, and that the date of “June 10, 2026” appearing on the face of the Agreement was the result of an administrative error; the parties hereby confirm that the actual execution date of the Agreement is June 4, 2026, and that all references in the Agreement to “Effective Date” shall be construed accordingly as June 4, 2026, notwithstanding the date appearing in the Agreement’s caption; WHEREAS, the parties desire to amend the Agreement to (i) revise the consideration payable as the Option Fee to provide that the Option Fee Tranche 1 shall be paid in shares of Common Stock of Optionee representing approximately nineteen percent (19%) of the issued and outstanding Common Stock of Optionee as of the issuance date (priced at a VWAP of $7.85 per share), (ii) replace all references to “Preferred Shares” that are “convertible into Common Shares” in the definitions of Option Fee Tranche 2, Exercise Price, Exercise Price consideration, and Management Fee consideration with Series C Preferred Stock that is expressly non-convertible into Common Stock, consistent with the Certificate of Designation of Series C Preferred Stock adopted by the Board of Directors of Optionee on June 10, 2026 (the “ Series C COD ”); and (iii) make certain conforming changes throughout the Agreement as set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT 1. Defined Terms. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement. 2. Acknowledgment of Actual Execution Date; Administrative Error. The parties hereby acknowledge and agree that the Agreement was fully executed by both parties on June 4, 2026, notwithstanding that the Agreement bears the date of “June 10, 2026” on its face. The appearance of June 10, 2026 as the stated date on the Agreement was solely the result of an administrative error and does not reflect the actual date of execution. For all purposes under the Agreement (including, without limitation, the commencement and expiration of the Option Period, the Effective Date, and any time periods measured from the Effective Date), the Effective Date shall be deemed to be June 4, 2026. This Amendment is dated June 10, 2026, the date on which the parties have formalized this clarification and the other amendments set forth herein. 3. Amendment to Definition of “Preferred Shares”. The definition of “Preferred Shares” in Section 1 of the Agreement is hereby deleted in its entirety and replaced with the following: “Preferred Shares” means shares of Series C Preferred Stock of Sadot Group Inc., par value $0.0001 per share, as designated pursuant to the Certificate of Designation of Series C Preferred Stock filed with the Nevada Secretary of State on or about June 10, 2026, which Series C Preferred Stock: (i) ranks pari passu with the Common Stock of Optionee in all economic and liquidation respects on an as-stated-value basis; (ii) carries no coupon, dividend, or interest; (iii) carries no conversion right into Common Stock of Optionee under any circumstances and is expressly non-convertible; (iv) carries no voting rights except as required by applicable law; and (v) has a stated value per share as set forth in the Series C COD. For the avoidance of doubt, the Preferred Shares issued pursuant to this Agreement (as amended hereby) shall at no time be convertible into Common Stock of Optionee and no shareholder approval shall be required in connection with any conversion of such shares (as no conversion right exists). 4. Amendment to Definition of “Conversion Price.” The definition of “Conversion Price” in Section 1 of the Agreement is hereby deleted in its entirety. All references to “Conversion Price” in the Agreement are hereby deleted and replaced with “Stated Value per share of Series C Preferred Stock” as set forth in the Series C COD, with the number of Preferred Shares to be issued in any transaction under the Agreement calculated by dividing the applicable dollar amount by such Stated Value. 5. Amendment to Definition of “Shareholder Approval”; Deletion of Conversion-Related Approval Requirement. The definition of “Shareholder Approval” in Section 1 of the Agreement is hereby amended by deleting all references to approval for the “conversion of Preferred Shares into Common Shares” or any related conversion approval requirement. Because the Series C Preferred Stock is non-convertible, no shareholder approval shall be required in connection with any conversion of Preferred Shares. To the extent any provision of the Agreement conditions the issuance or rights of Preferred Shares upon Shareholder Approval for conversion purposes, such condition is hereby deleted and of no further force or effect. For the avoidance of doubt, Shareholder Approval shall remain relevant solely to the extent required by Nasdaq Listing Rule 5635 or other applicable exchange rules for the issuance of Preferred Shares or Common Shares in excess of applicable exchange caps. 2 6. Amendment to Option Fee — Tranche 1 (Common Shares; VWAP Pricing). Section 3.2 of the Agreement is hereby amended as follows: (a) The Tranche 1 Shares shall continue to consist of shares of Common Stock of Optionee, representing approximately nineteen percent (19%) of Optionee’s total issued and outstanding shares of Common Stock as of the Tranche 1 Measurement Date. The Tranche 1 Measurement Date total issued and outstanding Common Shares as of June 4, 2026 (the “Tranche 1 Measurement Date”). The parties acknowledge and confirm that for purposes of calculating the number of Tranche 1 Shares, the applicable volume-weighted average price (“VWAP”) shall be $7.85 per share, being the agreed VWAP of SADOT Group Inc. Common Stock for the five (5) consecutive trading days immediately preceding the issuance date of the Tranche 1 Shares. Accordingly, the number of Tranche 1 Shares to be issued to Grantor shall be 132,803 shares of Common Stock (based on 19% of issued and outstanding Common Stock at the Tranche 1 Measurement Date), priced at $7.85 per share. Optionee shall deliver to Grantor a written statement at the time of issuance confirming: (i) the total issued and outstanding shares of Common Stock as of the Tranche 1 Measurement Date; (ii) the number of Tranche 1 Shares (being approximately 19% thereof); (iii) the VWAP of $7.85 per share; and (iv) the aggregate dollar value of the Tranche 1 Shares. (b) The Tranche 1 Shares shall be issued as a direct issuance of Common Stock and do not require Shareholder Approval, consistent with Nasdaq Listing Rule 5635(a) and the 19.99% Exchange Cap. 7. Amendment to Option Fee — Tranche 2 (Series C Preferred Stock; Non-Convertible). Section 3.3 of the Agreement is hereby amended to replace all references to “Preferred Shares convertible into Common Shares at the Conversion Price” with “shares of Series C Preferred Stock, which are expressly non-convertible into Common Stock.” The Tranche 2 Shares shall be issued as Series C Preferred Stock having a stated value per share as set forth in the Series C COD, and the number of Tranche 2 Shares shall be calculated by dividing the Tranche 2 Amount by the Stated Value per share of Series C Preferred Stock. All references in Section 3.3 to conversion rights, Shareholder Approval for conversion, or the Conversion Price are hereby deleted. To the extent Shareholder Approval may be required under applicable Nasdaq rules for the issuance of the Tranche 2 Shares, Optionee shall use its best efforts to obtain such approval; however, no conversion rights shall attach to the Tranche 2 Shares under any circumstances. 8. Amendment to Section 3.5 — Nature of Preferred Shares. Section 3.5 of the Agreement is hereby deleted in its entirety and replaced with the following: “3.5. Nature of Series C Preferred Stock. All shares of Series C Preferred Stock issued pursuant to this Agreement (as amended) shall: (a) constitute “Preferred Shares” as defined herein (as amended); (b) rank pari passu with Optionee’s Common Stock in all economic and liquidation respects on an as-stated-value basis; (c) carry no coupon, dividend, or interest; (d) carry no right to convert into Common Stock of Optionee under any circumstances whatsoever; (e) carry no voting rights prior to any applicable conversion (which shall not occur); and (f) have such other rights, preferences, and limitations as are set forth in the Series C COD, which is incorporated herein by reference.” 3 9. Amendment to Section 5 — Exercise Price. All references in Section 5 of the Agreement to Preferred Shares being “convertible into Common Shares at the Conversion Price” or to Shareholder Approval for conversion are hereby deleted. The Exercise Price shall continue to be paid in Series C Preferred Stock as described herein; provided, however, that such Series C Preferred Stock shall be expressly non-convertible into Common Stock. Section 5.2 of the Agreement is hereby amended by deleting the sentence “The Preferred Shares shall be convertible into Common Shares at the Conversion Price (5-Day VWAP) at Grantor’s election at any time following Shareholder Approval” and all references to Shareholder Approval for conversion in Section 5.2, and replacing such deleted text with the following: “The Series C Preferred Stock issued as the Exercise Price shall be expressly non-convertible into Common Stock at any time, consistent with the terms of the Series C COD.” 10. Amendment to Section 6.2 — Management Fee. Section 6.2(b) of the Agreement is hereby amended by deleting the clause “Such Preferred Shares shall be convertible into Common Shares at the Conversion Price upon receipt of Shareholder Approval” and replacing it with: “Such Series C Preferred Stock shall be expressly non-convertible into Common Stock under any circumstances.” All other references in Section 6 to conversion rights applicable to Preferred Shares issued as the Management Fee are hereby deleted. 11. Amendment to Section 7.2(c) — Optionee Representation Regarding Preferred Shares. Section 7.2(c) of the Agreement is hereby amended by deleting all references to conversion of Preferred Shares into Common Shares and Shareholder Approval for conversion, and replacing such language with: “Optionee represents that the Series C Preferred Stock to be issued pursuant to this Agreement, when issued, will be duly authorized, validly issued, and free of any pre-emptive rights. Optionee shall take all corporate actions necessary to authorize the issuance of such Series C Preferred Stock in the amounts and on the terms required hereunder. The Series C Preferred Stock shall be non-convertible into Common Stock, and no conversion rights, conversion authorization, or Shareholder Approval for conversion shall be required.” 12. Conforming Changes. To the extent any provision of the Agreement (including any defined term, section, Schedule, or Exhibit) contains a reference to: (a) Preferred Shares being convertible into Common Stock or Common Shares; (b) a Conversion Price or 5-Day VWAP as a conversion mechanism; (c) Shareholder Approval for the purpose of authorizing or effecting the conversion of Preferred Shares into Common Stock; or (d) any right of the holder of Preferred Shares to elect conversion into Common Stock, each such reference is hereby deemed deleted and superseded by the terms of this Amendment, and the Series C Preferred Stock issued under this Agreement shall in all cases be treated as expressly non-convertible. The foregoing shall not affect the VWAP pricing mechanism used solely for the purpose of determining the number of Common Shares to be issued as the Tranche 1 Option Fee. 4 13. Cash-in-Lieu Election. 13.1 Optionee’s Right to Substitute Cash. Notwithstanding any other provision of the Agreement (as amended by this Amendment), Optionee shall have the right, exercisable at its sole discretion, to satisfy all or any portion of any payment obligation under the Agreement that would otherwise be satisfied by the issuance of Series C Preferred Stock — including, without limitation, the Option Fee Tranche 2, the Exercise Price (net of the Option Fee credit), and any monthly Management Fee installment — by paying to Grantor an amount in immediately available United States Dollars (each, a “Cash Election Payment”) equal to the dollar value of the Preferred Shares that would otherwise have been issued in respect of such obligation. For the avoidance of doubt, the right of cash substitution set forth in this Section 13 is Optionee’s right alone; Grantor shall have no right to demand or compel a Cash Election Payment in lieu of receiving Series C Preferred Stock. 13.2 Determination of Cash Election Amount. The dollar amount of any Cash Election Payment shall equal the product of (a) the number of shares of Series C Preferred Stock that would otherwise have been issued in respect of the applicable payment obligation, multiplied by (b) the Stated Value per share of Series C Preferred Stock as set forth in the Series C COD in effect as of the date of the applicable payment. No premium, discount, or other adjustment shall be applied to the Cash Election Amount, it being the intent of the parties that a Cash Election Payment shall be economically equivalent to the issuance of the corresponding number of Series C Preferred Stock shares at Stated Value. 13.3 Manner and Timing of Election; Notice. To exercise the cash-in-lieu right under this Section 13 with respect to any payment obligation, Optionee shall deliver written notice to Grantor (a “Cash Election Notice”) no fewer than five (5) Business Days prior to the date on which the applicable payment obligation is due under the Agreement. Each Cash Election Notice shall specify: (a) the payment obligation to which the election applies (e.g., Option Fee Tranche 2, Exercise Price balance, or the applicable monthly Management Fee installment); (b) whether the election applies to the full amount or only a specified portion of such obligation; (c) the applicable Cash Election Amount as calculated pursuant to Section 13.2; and (d) the wire transfer or other payment instructions for Grantor. Payment of the Cash Election Amount shall be made within five (5) Business Days of delivery of the Cash Election Notice, unless the parties agree otherwise in writing. 13.4 Partial Cash Elections. Optionee may elect to satisfy any payment obligation in part with cash and in part with Series C Preferred Stock. In the event of a partial cash election: (a) the Cash Election Notice shall specify the dollar amount to be paid in cash and the remaining balance to be paid in Series C Preferred Stock; (b) the number of Series C Preferred Stock shares to be issued for the non-cash portion shall be calculated by dividing the remaining balance by the Stated Value per share; and (c) the cash portion shall be paid within the time period set forth in Section 13.3, and the share issuance for the non-cash portion shall occur concurrently or within five (5) Business Days thereafter. 13.5 Effect of Cash Election Payment; Non-Refundability. Upon Optionee’s timely payment of a Cash Election Amount in accordance with this Section 13: (a) Optionee’s obligation to issue the corresponding number of Series C Preferred Stock shares in respect of the applicable payment obligation shall be fully discharged and of no further force or effect; (b) such Cash Election Payment shall be credited against the Exercise Price in the same manner and to the same extent as a Preferred Share issuance would have been credited pursuant to Section 3.4 of the Agreement; and (c) all Cash Election Payments made prior to or at Closing shall be non-refundable in all circumstances, consistent with the non-refundability of the Option Fee set forth in Section 3.4 of the Agreement. 5 1 3.6 Board Approval; Debt Covenant Compliance. Optionee’s exercise of the cash-in-lieu right under this Section 13 shall be subject to: (a) any required approval of Optionee’s Board of Directors or a duly authorized committee thereof; and (b) compliance with any restrictions on cash payments or distributions contained in any debt instrument, credit agreement, debenture, or other financing arrangement to which Optionee is a party as of the date of the applicable Cash Election Payment, including, without limitation, any negative covenants restricting the payment of cash consideration to third parties (the “Debt Covenants”). If a Cash Election Payment would, at the time Optionee desires to make it, violate any Debt Covenant or require any consent, waiver, or approval from any lender or noteholder that has not been obtained, Optionee shall promptly notify Grantor in writing (a “Covenant Restriction Notice”), and the applicable payment obligation shall, pending resolution, be satisfied by the issuance of Series C Preferred Stock in accordance with the Agreement as if no Cash Election Notice had been delivered. Optionee shall use commercially reasonable efforts to obtain any required lender consents or waivers promptly following the delivery of a Covenant Restriction Notice. The temporary deferral of a Cash Election Payment pursuant to this Section 13.6 shall not constitute a breach of the Agreement by Optionee. 13.7 No Obligation to Elect Cash. For the avoidance of doubt, nothing in this Section 13 shall obligate Optionee to make any Cash Election Payment with respect to any payment obligation under the Agreement. In the absence of a timely Cash Election Notice, each applicable payment obligation shall be satisfied by the issuance of Series C Preferred Stock in accordance with the terms of the Agreement (as amended), and no default or breach shall arise solely by reason of Optionee’s election not to pay cash. 13.8 No Securities Laws Considerations; Tax Treatment. The parties acknowledge that a Cash Election Payment, being a payment of cash in lieu of the issuance of equity securities, does not involve the issuance of any securities and is therefore not subject to Nasdaq shareholder approval requirements, securities registration requirements, or exchange cap limitations. Optionee makes no representation to Grantor with respect to the tax treatment to Grantor of any Cash Election Payment, and Grantor is solely responsible for the tax consequences of receiving cash in lieu of Series C Preferred Stock. Grantor shall provide to Optionee such IRS forms or other tax documentation as Optionee may reasonably request in connection with any Cash Election Payment. 14. Ratification. Except as expressly modified by this Amendment, all terms and conditions of the Agreement shall remain in full force and effect and are hereby ratified and confirmed. In the event of any conflict between this Amendment and the Agreement, the terms of this Amendment shall control. 15. Entire Agreement; Counterparts. This Amendment, together with the Agreement and all Schedules and Exhibits thereto, constitutes the entire agreement of the parties with respect to the subject matter hereof. This Amendment may be executed in one or more 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 for all purposes. 16. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles, consistent with Section 8.1 of the Agreement. 6 SIGNATURE PAGE [SIGNATURE PAGE TO AMENDMENT NO. 1 TO WRITTEN OPTION AGREEMENT] IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Written Option Agreement as of the date first written above. GRANTOR: Signature: /s/ Anat Attia _______________________________ Anat Attia, individually and as Sole Member of: - 1236 Fairfax Apartments LLC - 2820 Avenel LLC - GS West Coast Investments LLC - 2649 Waverly Dr LLC - 1221-1227 N Virgil LLC - Stanley Hills LLC - Silverlight Ventures LLC OPTIONEE: SADOT GROUP INC., a Nevada corporation Signature: /s/ Haggai Ravid Name: Haggai Ravid Title: Chief Executive Officer 295 E. Renfro Street, Suite 300 Burleson, TX 76028 7

Document text

EX-10.2 · e7717_ex10-2.htm

EX-10.2
 3
 e7717_ex10-2.htm
 EXHIBIT 10.2

 EXHIBIT 10.2

 AMENDMENT NO. 1 TO

 WRITTEN OPTION AGREEMENT

 FOR THE ACQUISITION OF A REAL ESTATE PORTFOLIO

 Between

 ANAT ATTIA

 Individually and as Sole Member of Each Property
LLC

 (&ldquo;Grantor&rdquo;)

 and

 SADOT GROUP INC.

 a Nevada corporation

 (&ldquo;Optionee&rdquo;)

 Dated: June 10, 2026

 THIS AMENDMENT NO. 1 TO WRITTEN OPTION AGREEMENT (this
&ldquo; Amendment &rdquo;) is entered into as of June 10, 2026 (the &ldquo; Amendment Date &rdquo;), by and between ANAT
ATTIA , individually and as sole member of each of the Property LLCs identified in the Agreement (as defined below) (&ldquo;Grantor&rdquo;),
and SADOT GROUP INC. , a Nevada corporation listed on the Nasdaq Capital Market under ticker symbol &ldquo;SDOT&rdquo; (&ldquo;Optionee&rdquo;).

 RECITALS

 WHEREAS, Grantor and Optionee entered into
that certain Written Option Agreement for the Acquisition of a Real Estate Portfolio (the &ldquo; Agreement &rdquo;), bearing the
date of June 10, 2026, covering a portfolio of seven (7) California real estate projects comprising in aggregate 147 residential units,
as more particularly described therein;

 WHEREAS, the parties acknowledge and confirm
that although the Agreement bears the date of June 10, 2026, it was in fact executed by both parties on June 4, 2026, and that the date
of &ldquo;June 10, 2026&rdquo; appearing on the face of the Agreement was the result of an administrative error; the parties hereby confirm
that the actual execution date of the Agreement is June 4, 2026, and that all references in the Agreement to &ldquo;Effective Date&rdquo;
shall be construed accordingly as June 4, 2026, notwithstanding the date appearing in the Agreement&rsquo;s caption;

 WHEREAS, the parties desire to amend the Agreement
to (i) revise the consideration payable as the Option Fee to provide that the Option Fee Tranche 1 shall be paid in shares of Common Stock
of Optionee representing approximately nineteen percent (19%) of the issued and outstanding Common Stock of Optionee as of the issuance
date (priced at a VWAP of $7.85 per share), (ii) replace all references to &ldquo;Preferred Shares&rdquo; that are &ldquo;convertible
into Common Shares&rdquo; in the definitions of Option Fee Tranche 2, Exercise Price, Exercise Price consideration, and Management Fee
consideration with Series C Preferred Stock that is expressly non-convertible into Common Stock, consistent with the Certificate of Designation
of Series C Preferred Stock adopted by the Board of Directors of Optionee on June 10, 2026 (the &ldquo; Series C COD &rdquo;); and
(iii) make certain conforming changes throughout the Agreement as set forth herein;

 NOW, THEREFORE, in consideration of the mutual
covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

 AGREEMENT

 1. Defined
Terms. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

 2. Acknowledgment
of Actual Execution Date; Administrative Error. The parties hereby acknowledge and agree that the Agreement was fully executed by
both parties on June 4, 2026, notwithstanding that the Agreement bears the date of &ldquo;June 10, 2026&rdquo; on its face. The appearance
of June 10, 2026 as the stated date on the Agreement was solely the result of an administrative error and does not reflect the actual
date of execution. For all purposes under the Agreement (including, without limitation, the commencement and expiration of the Option
Period, the Effective Date, and any time periods measured from the Effective Date), the Effective Date shall be deemed to be June 4, 2026.
This Amendment is dated June 10, 2026, the date on which the parties have formalized this clarification and the other amendments set forth
herein.

 3. Amendment
to Definition of &ldquo;Preferred Shares&rdquo;. The definition of &ldquo;Preferred Shares&rdquo; in Section 1 of the Agreement is
hereby deleted in its entirety and replaced with the following:

 &ldquo;Preferred Shares&rdquo; means shares
of Series C Preferred Stock of Sadot Group Inc., par value $0.0001 per share, as designated pursuant to the Certificate of Designation
of Series C Preferred Stock filed with the Nevada Secretary of State on or about June 10, 2026, which Series C Preferred Stock: (i) ranks
 pari passu with the Common Stock of Optionee in all economic and liquidation respects on an as-stated-value basis; (ii) carries
no coupon, dividend, or interest; (iii) carries no conversion right into Common Stock of Optionee under any circumstances and is expressly
non-convertible; (iv) carries no voting rights except as required by applicable law; and (v) has a stated value per share as set forth
in the Series C COD. For the avoidance of doubt, the Preferred Shares issued pursuant to this Agreement (as amended hereby) shall at no
time be convertible into Common Stock of Optionee and no shareholder approval shall be required in connection with any conversion of such
shares (as no conversion right exists).

 4. Amendment
to Definition of &ldquo;Conversion Price.&rdquo; The definition of &ldquo;Conversion Price&rdquo; in Section 1 of the Agreement is
hereby deleted in its entirety. All references to &ldquo;Conversion Price&rdquo; in the Agreement are hereby deleted and replaced with
&ldquo;Stated Value per share of Series C Preferred Stock&rdquo; as set forth in the Series C COD, with the number of Preferred Shares
to be issued in any transaction under the Agreement calculated by dividing the applicable dollar amount by such Stated Value.

 5. Amendment
to Definition of &ldquo;Shareholder Approval&rdquo;; Deletion of Conversion-Related Approval Requirement. The definition of &ldquo;Shareholder
Approval&rdquo; in Section 1 of the Agreement is hereby amended by deleting all references to approval for the &ldquo;conversion of Preferred
Shares into Common Shares&rdquo; or any related conversion approval requirement. Because the Series C Preferred Stock is non-convertible,
no shareholder approval shall be required in connection with any conversion of Preferred Shares. To the extent any provision of the Agreement
conditions the issuance or rights of Preferred Shares upon Shareholder Approval for conversion purposes, such condition is hereby deleted
and of no further force or effect. For the avoidance of doubt, Shareholder Approval shall remain relevant solely to the extent required
by Nasdaq Listing Rule 5635 or other applicable exchange rules for the issuance of Preferred Shares or Common Shares in excess of applicable
exchange caps.

 2

 6. Amendment
to Option Fee &mdash; Tranche 1 (Common Shares; VWAP Pricing). Section 3.2 of the Agreement is hereby amended as follows:

 (a) The
Tranche 1 Shares shall continue to consist of shares of Common Stock of Optionee, representing approximately nineteen percent (19%) of
Optionee&rsquo;s total issued and outstanding shares of Common Stock as of the Tranche 1 Measurement Date. The Tranche 1 Measurement Date
total issued and outstanding Common Shares as of June 4, 2026 (the &ldquo;Tranche 1 Measurement Date&rdquo;). The parties acknowledge
and confirm that for purposes of calculating the number of Tranche 1 Shares, the applicable volume-weighted average price (&ldquo;VWAP&rdquo;)
shall be $7.85 per share, being the agreed VWAP of SADOT Group Inc. Common Stock for the five (5) consecutive trading days immediately
preceding the issuance date of the Tranche 1 Shares. Accordingly, the number of Tranche 1 Shares to be issued to Grantor shall be 132,803
shares of Common Stock (based on 19% of issued and outstanding Common Stock at the Tranche 1 Measurement Date), priced at $7.85 per share.
Optionee shall deliver to Grantor a written statement at the time of issuance confirming: (i) the total issued and outstanding shares
of Common Stock as of the Tranche 1 Measurement Date; (ii) the number of Tranche 1 Shares (being approximately 19% thereof); (iii) the
VWAP of $7.85 per share; and (iv) the aggregate dollar value of the Tranche 1 Shares.

 (b) The
Tranche 1 Shares shall be issued as a direct issuance of Common Stock and do not require Shareholder Approval, consistent with Nasdaq
Listing Rule 5635(a) and the 19.99% Exchange Cap.

 7. Amendment
to Option Fee &mdash; Tranche 2 (Series C Preferred Stock; Non-Convertible). Section 3.3 of the Agreement is hereby amended to replace
all references to &ldquo;Preferred Shares convertible into Common Shares at the Conversion Price&rdquo; with &ldquo;shares of Series C
Preferred Stock, which are expressly non-convertible into Common Stock.&rdquo; The Tranche 2 Shares shall be issued as Series C Preferred
Stock having a stated value per share as set forth in the Series C COD, and the number of Tranche 2 Shares shall be calculated by dividing
the Tranche 2 Amount by the Stated Value per share of Series C Preferred Stock. All references in Section 3.3 to conversion rights, Shareholder
Approval for conversion, or the Conversion Price are hereby deleted. To the extent Shareholder Approval may be required under applicable
Nasdaq rules for the issuance of the Tranche 2 Shares, Optionee shall use its best efforts to obtain such approval; however, no conversion
rights shall attach to the Tranche 2 Shares under any circumstances.

 8. Amendment
to Section 3.5 &mdash; Nature of Preferred Shares. Section 3.5 of the Agreement is hereby deleted in its entirety and replaced with
the following:

 &ldquo;3.5. Nature of Series C Preferred
Stock. All shares of Series C Preferred Stock issued pursuant to this Agreement (as amended) shall: (a) constitute &ldquo;Preferred
Shares&rdquo; as defined herein (as amended); (b) rank pari passu with Optionee&rsquo;s Common Stock in all economic and liquidation
respects on an as-stated-value basis; (c) carry no coupon, dividend, or interest; (d) carry no right to convert into Common Stock of
Optionee under any circumstances whatsoever; (e) carry no voting rights prior to any applicable conversion (which shall not occur);
and (f) have such other rights, preferences, and limitations as are set forth in the Series C COD, which is incorporated herein by reference.&rdquo;

 3

 9. Amendment
to Section 5 &mdash; Exercise Price. All references in Section 5 of the Agreement to Preferred Shares being &ldquo;convertible into
Common Shares at the Conversion Price&rdquo; or to Shareholder Approval for conversion are hereby deleted. The Exercise Price shall continue
to be paid in Series C Preferred Stock as described herein; provided, however, that such Series C Preferred Stock shall be expressly non-convertible
into Common Stock. Section 5.2 of the Agreement is hereby amended by deleting the sentence &ldquo;The Preferred Shares shall be convertible
into Common Shares at the Conversion Price (5-Day VWAP) at Grantor&rsquo;s election at any time following Shareholder Approval&rdquo;
and all references to Shareholder Approval for conversion in Section 5.2, and replacing such deleted text with the following: &ldquo;The
Series C Preferred Stock issued as the Exercise Price shall be expressly non-convertible into Common Stock at any time, consistent with
the terms of the Series C COD.&rdquo;

 10. Amendment
to Section 6.2 &mdash; Management Fee. Section 6.2(b) of the Agreement is hereby amended by deleting the clause &ldquo;Such Preferred
Shares shall be convertible into Common Shares at the Conversion Price upon receipt of Shareholder Approval&rdquo; and replacing it with:
&ldquo;Such Series C Preferred Stock shall be expressly non-convertible into Common Stock under any circumstances.&rdquo; All other references
in Section 6 to conversion rights applicable to Preferred Shares issued as the Management Fee are hereby deleted.

 11. Amendment
to Section 7.2(c) &mdash; Optionee Representation Regarding Preferred Shares. Section 7.2(c) of the Agreement is hereby amended by
deleting all references to conversion of Preferred Shares into Common Shares and Shareholder Approval for conversion, and replacing such
language with: &ldquo;Optionee represents that the Series C Preferred Stock to be issued pursuant to this Agreement, when issued, will
be duly authorized, validly issued, and free of any pre-emptive rights. Optionee shall take all corporate actions necessary to authorize
the issuance of such Series C Preferred Stock in the amounts and on the terms required hereunder. The Series C Preferred Stock shall be
non-convertible into Common Stock, and no conversion rights, conversion authorization, or Shareholder Approval for conversion shall be
required.&rdquo;

 12. Conforming
Changes. To the extent any provision of the Agreement (including any defined term, section, Schedule, or Exhibit) contains a reference
to: (a) Preferred Shares being convertible into Common Stock or Common Shares; (b) a Conversion Price or 5-Day VWAP as a conversion mechanism;
(c) Shareholder Approval for the purpose of authorizing or effecting the conversion of Preferred Shares into Common Stock; or (d) any
right of the holder of Preferred Shares to elect conversion into Common Stock, each such reference is hereby deemed deleted and superseded
by the terms of this Amendment, and the Series C Preferred Stock issued under this Agreement shall in all cases be treated as expressly
non-convertible. The foregoing shall not affect the VWAP pricing mechanism used solely for the purpose of determining the number of Common
Shares to be issued as the Tranche 1 Option Fee.

 4

 13. Cash-in-Lieu Election.

 13.1 Optionee&rsquo;s Right to Substitute Cash.
 Notwithstanding any other provision of the Agreement (as amended by this Amendment), Optionee shall have the right, exercisable at
its sole discretion, to satisfy all or any portion of any payment obligation under the Agreement that would otherwise be satisfied by
the issuance of Series C Preferred Stock &mdash; including, without limitation, the Option Fee Tranche 2, the Exercise Price (net of the
Option Fee credit), and any monthly Management Fee installment &mdash; by paying to Grantor an amount in immediately available United
States Dollars (each, a &ldquo;Cash Election Payment&rdquo;) equal to the dollar value of the Preferred Shares that would otherwise have
been issued in respect of such obligation. For the avoidance of doubt, the right of cash substitution set forth in this Section 13 is
Optionee&rsquo;s right alone; Grantor shall have no right to demand or compel a Cash Election Payment in lieu of receiving Series C Preferred
Stock.

 13.2 Determination of Cash Election Amount.
The dollar amount of any Cash Election Payment shall equal the product of (a) the number of shares of Series C Preferred Stock that would
otherwise have been issued in respect of the applicable payment obligation, multiplied by (b) the Stated Value per share of Series C Preferred
Stock as set forth in the Series C COD in effect as of the date of the applicable payment. No premium, discount, or other adjustment shall
be applied to the Cash Election Amount, it being the intent of the parties that a Cash Election Payment shall be economically equivalent
to the issuance of the corresponding number of Series C Preferred Stock shares at Stated Value.

 13.3 Manner and Timing of Election; Notice.
To exercise the cash-in-lieu right under this Section 13 with respect to any payment obligation, Optionee shall deliver written notice
to Grantor (a &ldquo;Cash Election Notice&rdquo;) no fewer than five (5) Business Days prior to the date on which the applicable payment
obligation is due under the Agreement. Each Cash Election Notice shall specify: (a) the payment obligation to which the election applies
(e.g., Option Fee Tranche 2, Exercise Price balance, or the applicable monthly Management Fee installment); (b) whether the election applies
to the full amount or only a specified portion of such obligation; (c) the applicable Cash Election Amount as calculated pursuant to Section
13.2; and (d) the wire transfer or other payment instructions for Grantor. Payment of the Cash Election Amount shall be made within five
(5) Business Days of delivery of the Cash Election Notice, unless the parties agree otherwise in writing.

 13.4 Partial Cash Elections. Optionee may elect
to satisfy any payment obligation in part with cash and in part with Series C Preferred Stock. In the event of a partial cash election:
(a) the Cash Election Notice shall specify the dollar amount to be paid in cash and the remaining balance to be paid in Series C Preferred
Stock; (b) the number of Series C Preferred Stock shares to be issued for the non-cash portion shall be calculated by dividing the remaining
balance by the Stated Value per share; and (c) the cash portion shall be paid within the time period set forth in Section 13.3, and the
share issuance for the non-cash portion shall occur concurrently or within five (5) Business Days thereafter.

 13.5 Effect of Cash Election Payment; Non-Refundability.
Upon Optionee&rsquo;s timely payment of a Cash Election Amount in accordance with this Section 13: (a) Optionee&rsquo;s obligation to
issue the corresponding number of Series C Preferred Stock shares in respect of the applicable payment obligation shall be fully discharged
and of no further force or effect; (b) such Cash Election Payment shall be credited against the Exercise Price in the same manner and
to the same extent as a Preferred Share issuance would have been credited pursuant to Section 3.4 of the Agreement; and (c) all Cash Election
Payments made prior to or at Closing shall be non-refundable in all circumstances, consistent with the non-refundability of the Option
Fee set forth in Section 3.4 of the Agreement.

 5

 1 3.6 Board Approval; Debt Covenant Compliance.
 Optionee&rsquo;s exercise of the cash-in-lieu right under this Section 13 shall be subject to: (a) any required approval of Optionee&rsquo;s
Board of Directors or a duly authorized committee thereof; and (b) compliance with any restrictions on cash payments or distributions
contained in any debt instrument, credit agreement, debenture, or other financing arrangement to which Optionee is a party as of the date
of the applicable Cash Election Payment, including, without limitation, any negative covenants restricting the payment of cash consideration
to third parties (the &ldquo;Debt Covenants&rdquo;). If a Cash Election Payment would, at the time Optionee desires to make it, violate
any Debt Covenant or require any consent, waiver, or approval from any lender or noteholder that has not been obtained, Optionee shall
promptly notify Grantor in writing (a &ldquo;Covenant Restriction Notice&rdquo;), and the applicable payment obligation shall, pending
resolution, be satisfied by the issuance of Series C Preferred Stock in accordance with the Agreement as if no Cash Election Notice had
been delivered. Optionee shall use commercially reasonable efforts to obtain any required lender consents or waivers promptly following
the delivery of a Covenant Restriction Notice. The temporary deferral of a Cash Election Payment pursuant to this Section 13.6 shall not
constitute a breach of the Agreement by Optionee.

 13.7 No Obligation to Elect Cash. For the avoidance
of doubt, nothing in this Section 13 shall obligate Optionee to make any Cash Election Payment with respect to any payment obligation
under the Agreement. In the absence of a timely Cash Election Notice, each applicable payment obligation shall be satisfied by the issuance
of Series C Preferred Stock in accordance with the terms of the Agreement (as amended), and no default or breach shall arise solely by
reason of Optionee&rsquo;s election not to pay cash.

 13.8 No Securities Laws Considerations; Tax Treatment.
The parties acknowledge that a Cash Election Payment, being a payment of cash in lieu of the issuance of equity securities, does not involve
the issuance of any securities and is therefore not subject to Nasdaq shareholder approval requirements, securities registration requirements,
or exchange cap limitations. Optionee makes no representation to Grantor with respect to the tax treatment to Grantor of any Cash Election
Payment, and Grantor is solely responsible for the tax consequences of receiving cash in lieu of Series C Preferred Stock. Grantor shall
provide to Optionee such IRS forms or other tax documentation as Optionee may reasonably request in connection with any Cash Election
Payment.

 14. Ratification.
Except as expressly modified by this Amendment, all terms and conditions of the Agreement shall remain in full force and effect and are
hereby ratified and confirmed. In the event of any conflict between this Amendment and the Agreement, the terms of this Amendment shall
control.

 15. Entire
Agreement; Counterparts. This Amendment, together with the Agreement and all Schedules and Exhibits thereto, constitutes the entire
agreement of the parties with respect to the subject matter hereof. This Amendment may be executed in one or more 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 for all purposes.

 16. Governing
Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California, without regard to its
conflict of laws principles, consistent with Section 8.1 of the Agreement.

 6

 SIGNATURE PAGE

 [SIGNATURE PAGE TO AMENDMENT NO. 1 TO WRITTEN OPTION
AGREEMENT]

 IN WITNESS WHEREOF, the parties have executed this
Amendment No. 1 to Written Option Agreement as of the date first written above.

 GRANTOR:

 Signature: /s/ Anat Attia _______________________________

 Anat Attia, individually and as Sole Member of:

 - 1236 Fairfax Apartments LLC

 - 2820 Avenel LLC

 - GS West Coast Investments LLC

 - 2649 Waverly Dr LLC

 - 1221-1227 N Virgil LLC

 - Stanley Hills LLC

 - Silverlight Ventures LLC

 OPTIONEE:

 SADOT GROUP INC.,

 a Nevada corporation

 Signature: /s/ Haggai Ravid

 Name: Haggai Ravid

 Title: Chief Executive Officer

 295 E. Renfro Street, Suite 300

 Burleson, TX 76028

 7

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