EXHIBIT 10.2
PROMISSORY NOTE
$5,000,000
Issuance Date: June 2, 2026
Maturity Date: June 2, 2028
FOR VALUE RECEIVED, Sadot Group Inc., a Nevada corporation (the “Maker”), with its principal office at 295 E. Renfro Street, Suite 300, Burleson, Texas 76028, hereby promises to pay to Shrvan Kumar Yadav or his registered assigns (the “Holder”), the principal sum of Five Million United States Dollars (USD $5,000,000) (the “Principal Amount”) on the Maturity Date (as defined below), or such earlier date as the Principal Amount may become due and payable hereunder, in accordance with the terms of this Promissory Note (this “Note”).
This Note is issued pursuant to that certain Share Purchase Agreement dated June 2, 2026 (the “SPA”) between the Maker and the Holder (or his Designated Recipient(s)) and is one of the “Convertible Promissory Note Consideration” referenced therein. Capitalized terms used but not defined herein shall have the meanings given to them in the SPA.
1. Interest. This Note shall bear interest at the rate of zero percent (0%) per annum. No interest shall accrue or be payable on the Principal Amount.
2. Maturity. The entire unpaid Principal Amount shall be due and payable in full on June 2, 2028 (the “Maturity Date”), unless earlier paid.
3. Prepayment at Option of Maker. The Maker may, at its sole option and discretion, prepay all or any portion of the outstanding Principal Amount at any time prior to the Maturity Date upon not less than five (5) Business Days’ prior written notice to the Holder. The amount payable upon any such prepayment (the “Prepayment Amount”) shall be equal to the portion of the Principal Amount being prepaid multiplied by (1 – Discount Percentage).
The “Discount Percentage” shall equal the number of full calendar months remaining between the date of prepayment and the Maturity Date multiplied by one percent (1%). By way of example, if the entire Principal Amount is prepaid four (4) full calendar months after the Issuance Date, twenty (20) full calendar months will remain until the Maturity Date, resulting in a twenty percent (20%) discount, so that the Prepayment Amount for the full Principal Amount shall be $4,000,000.
Any partial prepayment shall be applied first to the portion of the Principal Amount being prepaid. Upon payment of the Prepayment Amount, the corresponding portion of this Note shall be cancelled and of no further force or effect.
4. Intentionally Left Blank.
5. Events of Default. The occurrence of any of the following shall constitute an “Event of Default”: (i) the Maker fails to pay any amount when due hereunder; (ii) the Maker breaches any material covenant or agreement contained in this Note or the SPA; or (iii) the Maker becomes subject to bankruptcy, insolvency or similar proceedings. Upon an Event of Default, the Holder may declare the entire Principal Amount immediately due and payable.
6. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict of laws principles. Any dispute shall be subject to the exclusive jurisdiction of the state and federal courts located in Carson City, Nevada, as provided in the SPA.
7. Miscellaneous.
(a) Entire Agreement. This Note, together with the Share Purchase Agreement dated June 2, 2026 between the Maker and the Holder (or his Designated Recipient(s)) (the “SPA”), constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.
(b) Amendments and Waivers. No amendment, modification, supplement or waiver of any provision of this Note shall be effective unless it is in writing and signed by both the Maker and the Holder. No waiver of any breach shall constitute a waiver of any subsequent breach.
(c) Severability. If any provision of this Note is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(d) Successors and Assigns. This Note shall be binding upon and inure to the benefit of the Maker, the Holder, and their respective successors and permitted assigns. The Holder may not assign or transfer this Note or any interest herein except in compliance with applicable federal and state securities laws and the terms of the SPA.
(e) Notices. All notices, demands, requests and other communications required or permitted hereunder shall be in writing and shall be given in the manner and to the addresses set forth in Schedule B to the SPA (or to such other address as a party may designate in writing).
(f) Headings. The headings contained in this Note are for reference purposes only and shall not affect the meaning or interpretation of this Note.
(g) Counterparts and Electronic Execution. This Note may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or DocuSign) shall be as effective as delivery of a manually executed counterpart.
(h) Further Assurances. Each party agrees to execute and deliver such further documents and instruments and to take such other actions as may be reasonably necessary or appropriate to carry out the purposes of this Note.
(i) No Waiver; Cumulative Remedies. No failure or delay by the Holder in exercising any right, power or remedy hereunder shall operate as a waiver thereof. All remedies provided herein are cumulative and in addition to any remedies provided by law.
(j) Costs and Expenses. The Maker shall pay all reasonable costs and expenses (including attorneys’ fees) incurred by the Holder in connection with the enforcement of this Note following an Event of Default.
(k) Conflict with SPA. In the event of any inconsistency between the terms of this Note and the SPA, the provisions of the SPA shall control.
(l) No Third-Party Beneficiaries. Nothing in this Note, express or implied, is intended to or shall confer upon any person other than the parties hereto and their respective successors and permitted assigns any rights or remedies hereunder.
IN WITNESS WHEREOF, the Maker has caused this Promissory Note to be duly executed as of the Issuance Date first above written.
SADOT GROUP INC.
By: /s/Haggai Ravid
Name: Haggai Ravid
Title: Chief Executive Officer