Browse EX-10 agreements

***AMENDED AND RESTATED ***

CONSOLIDATED PROMISSORY NOTE

**$**15,514,982	As of October 1, 2026

Slam Corp., a Cayman Islands exempted company (the “Maker”), hereby promises to pay to the order of Slam Sponsor, LLC, a Cayman Islands limited liability company, or its permitted successors and assigns (the “Payee”), the aggregate principal amount set forth on Schedule A hereto, as such amount may be reduced from time to time in accordance with this Note (the “Principal Amount”), together with interest thereon, on the terms set forth below.

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ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of this 30th day of September 2026 (the “Effective Date”) by and between Sadot Group Inc., a Nevada corporation with a place of business at 295 East Renfro Street, Suite 300, Burleson, Texas 76028 (“Purchaser” or “Sadot”), and SOFTECH RESOURCES LIMITED, a company duly incorporated under the laws of Hong Kong (Business Registration Number 80851742), with its registered address at No. 5, 17/F, Strand 50, 50 Bonham Strand, Sheung Wan, Hong Kong, acting through its duly authorized Director, Kailesh Jagdishchandra Ashani (“Seller”) (each of Seller and Purchaser is defined herein as a “Party”, and collectively referred to as the “Parties”).

WITNESSETH:

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VOTING AGREEMENT AND IRREVOCABLE PROXY

This VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is entered into as of September 30, 2026, by and between Sadot Group Inc., a Nevada corporation (the “Company”), and SOFTECH RESOURCES LIMITED, a company duly incorporated under the laws of Hong Kong (Business Registration Number 80851742), with its registered address at No. 5, 17/F, Strand 50, 50 Bonham Strand, Sheung Wan, Hong Kong, acting through its duly authorized Director, Kailesh Jagdishchandra Ashani (the “Stockholder”). The Company and the Stockholder are each a “Party” and together the “Parties.”

RECITALS

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EXECUTION VERSION

CO-LENDER AGREEMENT

Dated as of September 28, 2026

by and among

NREF OP IV REIT SUB, LLC,
in its capacity as Administrative Agent,

NREF OP IV SUBHOLDCO, LLC,
as Initial Note A-1 Holder,

IIP LIFE SCIENCE INVESTMENTS II LLC,
as Initial Note A-2 Holder, and

NREF OP IV SUBHOLDCO, LLC,
as Initial Note A-3 Holder

TABLE OF CONTENTS

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Exhibit 10.2

AMENDED AND RESTATED MEZZANINE LOAN AND SECURITY AGREEMENT

Dated as of September 30, 2025

among

IQHQ-ALEWIFE HOLDINGS, LLC,

as Borrower,

and

NREF OP IV SUBHOLDCO, LLC

as the Initial Lender,

NREF OP IV REIT SUB, LLC,

as Administrative Agent for the Lenders,

AND THE LENDERS FROM TIME-TO-TIME PARTY HERETO

TABLE OF CONTENTS

Page

I.	DEFINITIONS; PRINCIPLES OF CONSTRUCTION		2
	1.1	Definitions	2

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IIP LIFE SCIENCE INVESTMENTS II LLC

11440 W. Bernardo Court, Suite 100

San Diego, CA 92127

September 28, 2026

IQHQ, LP

One Boston Place

201 Washington Street, Suite 3920

Boston, MA 02108

Attention: General Counsel

Email: legal@iqhqreit.com

Re:	Right of First Offer for Purchase or Finance of Alewife Park Center (this “Side Letter”)

To Whom It May Concern:

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Execution Version

SIXTH AMENDMENT TO AMENDED AND RESTATED

MEZZANINE LOAN AND SECURITY AGREEMENT

This SIXTH AMENDMENT TO AMENDED AND RESTATED MEZZANINE LOAN AND SECURITY AGREEMENT (the “Loan Increase Amendment” or this “Amendment”) is executed as of September 28, 2026 by IQHQ-ALEWIFE HOLDINGS, LLC, a Delaware limited liability company (“Borrower”), and NREF OP IV REIT SUB, LLC, a Delaware limited liability company (together with its successors and assigns, “Administrative Agent”), and the undersigned Lenders.

RECITALS:

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***Execution Version ***

SELLER NOTE AGREEMENT

dated as of

October 1, 2026,

by and between

NATIONAL FUEL GAS COMPANY,

as the Borrower,

and

CENTERPOINT ENERGY RESOURCES CORP.,

as Lender

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Table of Contents

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Execution Version

SELLER NOTE AGREEMENT

dated as of

October 1, 2026,

by and between

NATIONAL FUEL GAS COMPANY,
as the Borrower,

and

CENTERPOINT ENERGY RESOURCES CORP.,
as Lender

Table of Contents

		Page

Article I Definitions	2
Section 1.01.	Defined Terms	2
Section 1.02.	[Reserved]	12
Section 1.03.	Terms Generally	13
Section 1.04.	Accounting Terms; GAAP	13

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REECYCLE HOLDINGS, INC.

2024 LONG TERM INCENTIVE PLAN, AMENDED

(Board Approved: October 25, 2025)

	1.	Purpose.

The purpose of the Plan is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and thereby better aligning the interests of such persons with those of the Company’s stockholders. Capitalized terms used in the Plan are defined in Section 11 below. This Plan amends and restates the REECycle Holdings, Inc. 2023 Restricted Stock Unit Plan and shall apply to any awards granted thereunder.

	2.	Eligibility.

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

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SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2026, by and among Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (which entity will transfer by way of continuation to and domesticate as a Delaware corporation as part of the Domestication (as defined below) prior to the closing of the Merger (as defined below), the “Issuer”) and the subscriber named on the signature page hereto (“Subscriber”).

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AMENDMENT #2 TO INDEPENDENT CONTRACTOR AGREEMENT

This Amendment #2 (“Amendment”) is dated May 14, 2026 (“Effective Date”) and amends that certain Independent Contractor Agreement dated effective May 5, 2025 and amended October 2, 2025 (the “Agreement”) between Rare Resource Recycling, Inc., a Texas corporation and wholly owned subsidiary of REEcycle Holdings, Inc. (the “Company”) and Canyon View LLC, an Arizona limited liability company (“You” or “you”). Capitalized terms used but not defined herein have the meaning provided in the Agreement.

	1.	Services and Term. Schedule A to the Agreement is amended and restated per the attached Schedule A.

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