Browse EX-10 agreements

CONSENT, WAIVER AND ACKNOWLEDGMENT

This Consent, Waiver and Acknowledgment (this “Agreement”), dated as of August 21, 2026, is entered into by and between Sadot Group Inc., a Nevada corporation (the “Company”), and [***] (the “Holder”), for itself and in its capacities as the Lead Buyer, as the Required Holder (as defined in the Securities Purchase Agreement), as the holder of the July Note (as defined below) and as Collateral Agent pursuant to the Securities Purchase Agreement (as defined below). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Securities Purchase Agreement or the July Note (each as defined below), as applicable.

RECITALS

WHEREAS, the Company and the buyers party thereto, including the Holder as the Lead Buyer, are parties to that certain Securities Purchase Agreement, dated as of July 16, 2026 (as amended, restated or supplemented from time to time, the “Securities Purchase Agreement”), pursuant to which, among other things, the Company may issue to the Holder senior secured convertible promissory notes in an original aggregate principal amount of up to $100,000,000 (the “Notes”), which Notes are convertible into shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”);

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DEBT SETTLEMENT AND SHARE ISSUANCE AGREEMENT

This Debt Settlement and Share Issuance Agreement (this “Agreement”) is entered into as of August 21, 2026 (the “Effective Date”), by and between:

Sadot Group Inc., a Nevada corporation (the “Company”); and

Shakawe Capital LLC, a Wyoming limited liability company (the “Creditor” or the “Holder”).

The Company and the Creditor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Company issued (i) to Cecilia Castro and Harding Castro, as tenants in common (together, “Castro”), the Company’s 8% Unsecured OID Debenture No. SSD-001, and (ii) to 622 Capital, LLC, a limited liability company (“622 Capital” and, together with Castro, the “Assignors”), the Company’s 8% Unsecured OID Debenture No. SSD-002, each with an Original Issue Date of February 9, 2026 and in the original principal amount of US$271,739.13, and US$543,478.26 in the aggregate (collectively, the “Debentures”), issued pursuant to separate Securities Purchase Agreements, each dated as of February 6, 2026 (collectively, the “Purchase Agreements”); the Debentures do not bear interest by their terms, and the full purchase price therefor was paid to the Company in cash on or about February 9, 2026;

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ASSIGNMENT AND ASSUMPTION OF DEBENTURES

This ASSIGNMENT AND ASSUMPTION OF DEBENTURES (this “Agreement”) is made and entered into as of August 21, 2026 (the “Effective Date”), by and among 622 Capital, LLC, a limited liability company (“622 Capital”), Cecilia Castro and Harding Castro, individuals, as tenants in common (together, the “Castro Holders” and, together with 622 Capital, each an “Assignor” and collectively the “Assignors”), Shakawe Capital LLC, a Wyoming limited liability company (“Assignee”), and, solely for purposes of Sections 4, 6 and 7 hereof, Sadot Group Inc., a Nevada corporation (the “Company”). Capitalized terms used but not defined herein have the meanings ascribed to them in the applicable Purchase Agreement (as defined below).

RECITALS

WHEREAS, the Company issued its 8% Unsecured OID Debentures Nos. SSD-001, SSD-002, SSD-003 and SSD-004, each with an Original Issue Date of February 9, 2026 and an original principal amount of $271,739.13, in the aggregate original principal amount of $1,086,956.52 (collectively, the “Debentures”), of which Nos. SSD-001 and SSD-002 remain outstanding in the aggregate principal amount of $543,478.26 (No. SSD-003 having been settled and extinguished on August 17, 2026 and No. SSD-004 having been settled and extinguished on August 19, 2026);

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EXECUTION VERSION

FIFTH AMENDMENT TO

RECEIVABLES PURCHASE AND FINANCING AGREEMENT

This Fifth Amendment to Receivables Purchase and Financing Agreement (this “Amendment”), dated as of August 20, 2026, is among PHILLIPS 66 RECEIVABLES LLC, a Delaware limited liability company, as SPE (together with its successors and assigns, the “SPE”); PHILLIPS 66 COMPANY, a Delaware corporation, as Servicer (in such capacity, together with its successors and assigns in such capacity, the “Servicer”); the Purchaser/Lenders party to the RPFA (as hereinafter defined); TRUIST BANK (“Truist”), as a Purchaser/Lender; PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent (in such capacity together with its successors and assigns in such capacity, the “Administrative Agent”); and PNC CAPITAL MARKETS LLC, a Pennsylvania limited liability company, as Structuring Agent (the “Structuring Agent”).

W I T N E S S E T H:

WHEREAS, the SPE, the Servicer, the Purchaser/Lenders (other than Truist), the Administrative Agent, and the Structuring Agent are party to that certain Receivables Purchase and Financing Agreement dated as of September 30, 2024 (as amended, restated, supplemented or otherwise modified through the date hereof, the “RPFA”).

WHEREAS, Truist desires to become party to the RPFA on the terms set forth herein.

WHEREAS, concurrently herewith, the Administrative Agent, the SPE and the Structuring Agent are entering into that certain Amended and Restated Agent Fee Letter, dated as of the date hereof (the “Agent Fee Letter”).

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TAX RECEIVABLE AGREEMENT

BY AND AMONG

COVOLT POWER, INC.,

COVOLT HOLDINGS GROUP, LLC,

THE TRA REPRESENTATIVES,

THE TRA PARTIES

AND

OTHER PERSONS FROM TIME TO TIME PARTY HERETO

DATED AS OF [ ], 2026

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TABLE OF CONTENTS

		Page
ARTICLE I Definitions			2
Section 1.1. Definitions			2
Section 1.2. Rules of Construction			10
ARTICLE II Determination of Realized Tax Benefit			10
Section 2.1. Basis Adjustments; OpCo Section 754 Election			10
Section 2.2. Attribute Schedules			11

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***FORM OF ***

***INDEMNIFICATION AND ADVANCEMENT AGREEMENT ***

This Indemnification and Advancement Agreement (“Agreement”) is made as of [DATE], 2026 by and between CoVolt Power, Inc. a Texas corporation (the “Company”), and [NAME], [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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***AMENDED AND RESTATED EMPLOYMENT AGREEMENT ***

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of [•]1 (the “Effective Date”), by and between Signal Energy, LLC, a Delaware limited liability company (“Signal”), CoVolt Holdings Group, LLC, a Delaware limited liability company (“Parent”), CoVolt Power, Inc., a Delaware corporation (“CoVolt” and, together with Signal, the “Company”) and Samuel Robison (“Executive”).

RECITALS

WHEREAS, Signal, Parent and Executive are parties to that certain employment agreement, dated December 18, 2023 (the “2023 Employment Agreement”), and the parties desire to replace the aforementioned 2023 Employment Agreement with this Agreement.

WHEREAS, the Company desires to continue to employ Executive and Executive desires to accept such continued employment with the Company upon and subject to the terms and conditions set forth in this Agreement; and

WHEREAS, certain capitalized terms in this Agreement have the meanings set forth in Appendix*** A* attached to this Agreement, which is incorporated into this Agreement in its entirety.

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

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***AMENDED AND RESTATED EMPLOYMENT AGREEMENT ***

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of [•]1 (the “Effective Date”), by and between Signal Energy, LLC, a Delaware limited liability company (“Signal”), CoVolt Holdings Group, LLC, a Delaware limited liability company (“Parent”), CoVolt Power, Inc., a Delaware corporation (“CoVolt” and, together with Signal, the “Company”) and Robert Tabb (“Executive”).

RECITALS

WHEREAS, Signal, Parent and Executive are parties to that certain employment agreement, dated December 18, 2023 (the “2023 Employment Agreement”), and the parties desire to replace the aforementioned 2023 Employment Agreement with this Agreement.

WHEREAS, the Company desires to continue to employ Executive and Executive desires to accept such continued employment with the Company upon and subject to the terms and conditions set forth in this Agreement; and

WHEREAS, certain capitalized terms in this Agreement have the meanings set forth in Appendix*** A* attached to this Agreement, which is incorporated into this Agreement in its entirety.

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

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12/28/2021

Ronnie Shields

777 Preston St.

Apt 33J

Houston, TX 77002

rvshields@comcast.net

Ronnie,

Signal Energy LLC is pleased to extend to you an offer of employment for the role of Chief Accounting Officer. The below information represents an overview of your employment offer. This is an exempt position.

Start Date:		1/17/2022
Location:		Your role will be based in the Signal Energy LLC office in Chattanooga, TN / Houston, TX or remote based on need.
Supervisor:		Robert Tabb - Chief Financial Officer robert.tabb@signalenergy.com

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