Browse EX-10 agreements

EQUITY PURCHASE FACILITY AGREEMENT

**THIS EQUITY PURCHASE FACILITY AGREEMENT **(this “Agreement”), dated as of July 16, 2026, is made by and between [•], a Delaware limited liability company, or its registered assigns (the “Investor”) and Sadot Group Inc., a Nevada corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to an aggregate of $100.0 million (the “Commitment Amount”) in newly issued shares of common stock of the Company, par value $0.0001 per share (the “Common Shares”);

WHEREAS, the Common Shares are listed on the Nasdaq Capital Market under the symbol “SDOT”;

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 16, 2026, is by and among Sadot Group Inc., a Nevada corporation with offices located at 295 E. Renfro Street, Suite 300, Burleson, Texas 76028 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

RECITALS

A.       The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

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GUARANTY

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This GUARANTY, dated as of July 16, 2026 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of [•], in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).

W I T N E S S E T H:

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WHEREAS, Sadot Group Inc., a Nevada corporation with offices located at 295 E. Renfro street, Suite 300, Burleson, Texas 76028 (the “Company”), and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (collectively, the “Buyers”) are parties to the Securities Purchase Agreement, dated as of July 16, 2026 (as amended, restated, extended, replaced or otherwise modified from time to time, the “Securities Purchase Agreement”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the Notes (as defined in the Securities Purchase Agreement) issued pursuant the

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Exhibit 10.1

Execution Version

PURCHASE AND SALE AGREEMENT

among

Rivercrest Capital Partners LP,

rivercrest capital partners ii lp, and

Cupola RoyaLty Direct, LLC,

collectively, as Sellers,

and

KIMBELL ROYALTY PARTNERS, LP,

KIMBELL ROYALTY OPERATING, LLC,

KIMBELL ROYALTY HOLDINGS, LLC,

KIMBELL INTERMEDIATE HOLDINGS, LLC,

KRP LEGACY NBR, LLC,

and

KIMBELL CREST MINERALS LLC,

collectively, as Buyer Parties

Dated as of July 16, 2026

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TABLE OF CONTENTS

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**REGISTRATION RIGHTS AGREEMENT **

This Registration Rights Agreement (this “Agreement”) is dated as of July 16, 2026, by and among Jasper Therapeutics, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of July 16, 2026, between the Company and each Purchaser (the “Purchase Agreement”).

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each of the Purchasers agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” has the meaning set forth in Section 6(d).

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**SECURITIES PURCHASE AGREEMENT **

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THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 16, 2026, by and among Jasper** THERAPEUTICS, INC.**, a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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**RECITALS **

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**A. **The Company and each Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act.

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EXECUTION COPY

July 8, 2026

Mercator Acquisition Corp.

85 Washington Street,

Norwalk, CT 06854

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Mercator Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Clear Street LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units which may be purchased to cover over- allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject

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EXECUTION COPY

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

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THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of July 8, 2026, is made and entered into by and among Mercator Acquisition Corp., a Cayman Islands exempted company (the “Company”), Mercator Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

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WHEREAS, the Sponsor currently owns 5,750,000 Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B Ordinary Shares”), and the other Holders currently own an aggregate of zero (0) Class B Ordinary Shares, which were received from the Sponsor;

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EXECUTION COPY

**MERCATOR ACQUISITION CORP. **

85 Washington Street,

Norwalk, CT 06854

July 8, 2026

Mercator Investor Holdings, LLC

85 Washington Street,

Norwalk, CT 06854

Ladies and Gentlemen:

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Mercator Acquisition Corp., a Cayman Islands exempted company (the “Company”), and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Mercator Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), shall take steps directly or indirectly to make available to the Company, at 85 Washington Street, Norwalk, CT 06854 (or any successor location), office space and secretarial and admin

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Exhibit 10.3(a)

EXECUTION COPY

SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

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THIS SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of July 8, 2026, is entered into by and between Mercator Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Mercator Investor Holdings, LLC, a Delaware limited liability company (the “Purchaser”).

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EXECUTION COPY

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

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THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of July 8, 2026 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Mercator Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-293902 (the “Registration Statement”), and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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EXECUTION COPY

CONFIDENTIAL

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July 8, 2026

Shawn Matthews

Chief Executive Officer

Mercator Acquisition Corp.

85 Washington Street

Norwalk, CT 06854

Re:	Engagement of Services

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Dear Mr. Matthews:

This will confirm the basis upon which Mercator Acquisition Corp. (“Client”) has engaged Zenith Securities, LLC (“Zenith”), to provide consulting and advisory services (the “Engagement”) in connection with Client’s special purpose acquisition company ***(“SPAC”) ***initial public offering ***(“IPO”) ***of its securities (the “Transaction”). Such services include:

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