Browse EX-10 agreements

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

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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

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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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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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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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ACKNOWLEDGMENT, CONSENT AND LOAN AGREEMENT AMENDMENT (CM AND SELLER)

This ACKNOWLEDGMENT, CONSENT AND LOAN AGREEMENT AMENDMENT (this “Acknowledgment”) is made as of September 30, 2026 by C.M. Composite Materials Ltd., an Israeli company, registration number 513931980 (“CM”), and Matania (Mati) Moskovich (the “Seller”), in favor of VisionWave Holdings, Inc. (“VisionWave”), CMJV LLC (“CMJV”) and Sadot Group Inc. (“Sadot”). Capitalized terms used but not defined herein have the meanings given in the Investment and Share Purchase Agreement dated as of February 20, 2026, as amended (the “Share Purchase Agreement”), and the Loan Agreement dated as of February 20, 2026 (the “Loan Agreement”), as applicable.

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CONTRIBUTION AND ASSIGNMENT AGREEMENT

This CONTRIBUTION AND ASSIGNMENT AGREEMENT (this “Contribution Agreement”) is made as of September 30, 2026 by and among VisionWave Holdings, Inc., a Delaware corporation (“VisionWave”), VisionWave IL Ltd. (“VisionWave Israel”), and CMJV LLC, a Nevada limited liability company (“CMJV”), pursuant to Section 2.3 of the Joint Venture and Operating Agreement dated as of September 30, 2026 among VisionWave, Sadot Group Inc. and CMJV (the “JV Agreement”). Capitalized terms used but not defined herein have the meanings given in the JV Agreement.

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JOINT VENTURE AND OPERATING AGREEMENT

by and among

VISIONWAVE HOLDINGS, INC.,

a Delaware corporation,

SADOT GROUP INC.,

a Nevada corporation,

and

CMJV LLC,

a Nevada limited liability company

relating to

C.M. COMPOSITE MATERIALS LTD.

Dated as of September 30, 2026

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JOINT VENTURE AND OPERATING AGREEMENT

by and among

VISIONWAVE HOLDINGS, INC.,

a Delaware corporation,

SADOT GROUP INC.,

a Nevada corporation,

and

CMJV LLC,

a Nevada limited liability company

relating to

C.M. COMPOSITE MATERIALS LTD.

Dated as of September 30, 2026

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