Browse EX-10 agreements

Exhibti 10.2

THIRD AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

Fidelity Core Real Estate Operating Partnership LP

A DELAWARE LIMITED PARTNERSHIP

EFFECTIVE AS OF AUGUST 20, 2026

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TABLE OF CONTENTS

Page

ARTICLE 1 DEFINED TERMS		1
1.1.	Definitions	1
1.2.	Interpretation	10
ARTICLE 2 PARTNERSHIP FORMATION AND IDENTIFICATION; GENERAL PROVISIONS		10
2.1.	Formation	11

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THIRD AMENDED AND RESTATED

INVESTMENT MANAGEMENT AGREEMENT

THIS THIRD AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is executed and effective as of August 20, 2026, by and among Fidelity Core Real Estate Fund, a Maryland statutory trust (the “Company”), Fidelity Core Real Estate Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and Fidelity Diversifying Solutions LLC, a Delaware limited liability company (the “Investment Manager”). The Company, the Operating Partnership and the Investment Manager are collectively referred to herein as “Parties,” and each, a “Party.”

RECITALS

WHEREAS, the Parties previously entered into the Second Amended and Restated Investment Management Agreement, dated December 19, 2024 and effective as of January 1, 2025 (the “Prior Agreement”); and

WHEREAS, the Parties now desire to amend and restate the Prior Agreement pursuant to the terms hereof.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the Parties agree as follows:

1.

Defined Terms.

(a) Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Declaration of Trust of the Company (as amended or restated and from time to time in effect, the “Declaration of Trust”). If any term hereof conflicts with the terms of the Declaration of Trust, the terms of the Declaration of Trust shall govern and control.

(b) As used in this Agreement, the following terms have the definitions hereinafter indicated:

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FORM OF CONSENT, WAIVER AND ACKNOWLEDGMENT

This Consent, Waiver and Acknowledgment (this “Agreement”), dated as of August 19, 2026, is entered into by and between Sadot Group Inc., a Nevada corporation (the “Company”), and [***], a Delaware limited liability company (the “Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the EPFA (as defined below).

RECITALS

WHEREAS, the Company and the Investor are parties to that certain Equity Purchase Facility Agreement, dated as of July 16, 2026 (as amended, restated or supplemented from time to time, the “EPFA”), pursuant to which, among other things, the Company may, subject to the terms and conditions thereof, issue and sell to the Investor up to an aggregate of $100.0 million of shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”);

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FORM OF CONSENT, WAIVER AND ACKNOWLEDGMENT

This Consent, Waiver and Acknowledgment (this “Agreement”), dated as of August 19, 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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WRITTEN APPROVAL AND CONSENT OF HOLDERS

8% Unsecured OID Debentures of Sadot Group Inc.

This Written Approval and Consent of Holders (this “Approval”), dated as of August 19, 2026, is delivered by each of the undersigned holders (each, a “Consenting Holder” and, collectively, the “Consenting Holders”) of the 8% Unsecured OID Debentures of Sadot Group Inc., a Nevada corporation (the “Company”), issued February 9, 2026 in the aggregate original principal amount of $1,086,956.52 (collectively, the “Debentures”), of which Debentures Nos. SSD-001, SSD-002 and SSD-004 remain outstanding in the aggregate principal amount of $815,217.39 (Debenture No. SSD-003 having been settled and extinguished on August 17, 2026), pursuant to those certain Securities Purchase Agreements, each dated as of February 6, 2026, between the Company and the purchasers party thereto (each, a “Purchase Agreement”). Each Consenting Holder holds the Debenture identified below its signature hereto (as to such Consenting Holder, its “Debenture”), each in the original principal amount of $271,739.13. Capitalized terms used but not defined herein have the meanings given in the Debentures or the Purchase Agreements.

RECITALS

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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 19, 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 to Igor Poluyko, an individual (“Poluyko”), the Company’s 8% Unsecured OID Debenture No. SSD-004, with an Original Issue Date of February 9, 2026, in the original principal amount of US$271,739.13 (the “Debenture”), issued pursuant to that certain Securities Purchase Agreement, dated as of February 6, 2026 (the “Purchase Agreement”); the Debenture does not bear interest by its terms, and the full purchase price therefor was paid to the Company in cash on or about February 9, 2026;

WHEREAS, the Debenture matured on May 30, 2026 and was not paid at maturity, whereupon the outstanding principal amount thereof became immediately due and payable and an Event of Default under Section 6(a)(i) of the Debenture occurred and is continuing;

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ASSIGNMENT AND ASSUMPTION OF DEBENTURE

This ASSIGNMENT AND ASSUMPTION OF DEBENTURE (this “Agreement”) is made and entered into as of August 19, 2026 (the “Effective Date”), by and among Igor Poluyko, an individual (“Assignor”), 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 Purchase Agreement (as defined below).

RECITALS

WHEREAS, the Company and Assignor are parties to that certain Securities Purchase Agreement, dated as of February 6, 2026 (the “Purchase Agreement”), pursuant to which the Company issued and sold to Assignor that certain 8% Unsecured OID Debenture No. SSD-004, with an Original Issue Date of February 9, 2026, in the original principal amount of $271,739.13 (the “Debenture”);

WHEREAS, Assignor desires to sell, assign and transfer to Assignee, and Assignee desires to purchase and assume from Assignor, all of Assignor’s right, title and interest in and to the Debenture, upon the terms and subject to the conditions set forth herein; and

WHEREAS, Section 3(b) of the Debenture and Section 5.7 of the Purchase Agreement permit Assignor to assign its rights under the Purchase Agreement to any Person to whom Assignor transfers the Debenture, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the Purchasers.

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EXECUTION VERSION

FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

** **

THIS FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 18, 2026 (the “Signing Date”), by and between Callan JMB Inc., a Nevada corporation (the “Company”), and the undersigned signatory hereto (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the First Amended and Restated Purchase Agreement, dated the date hereof, by and between the Company and the Buyer (the “Purchase Agreement”).

WHEREAS, the Company and the Buyer have entered into that certain Purchase Agreement, dated as of July 24, 2025, as amended by that certain Amendment to Purchase Agreement entered into as of March 10, 2026 (together, the “Initial Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Buyer up to Twenty-Five Million U.S. Dollars (US$25,000,000) of newly issued shares of Common Stock (as defined below), and concurrently entered into that certain Registration Rights Agreement, dated as of July 24, 2025 (the “Initial RRA”);

** **

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EXECUTION VERSION

FIRST AMENDED AND RESTATED PURCHASE AGREEMENT

THIS FIRST AMENDED AND RESTATED PURCHASE AGREEMENT (this “Agreement”), dated as of August 18, 2026, by and between Callan JMB Inc., a Nevada corporation (the “Company”), and the undersigned signatory hereto (the “Investor”).

WHEREAS, the Company and the Investor are parties to that certain Purchase Agreement dated as of July 24, 2025, as amended by that certain Amendment to Purchase Agreement entered into as of March 10, 2026 (together, the “Existing Agreement”), and wish to amend and restate the Existing Agreement in its entirety as hereinafter set forth;

WHEREAS, the Parties desire that, subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the Company, up to Seventy-Five Million U.S. Dollars (US$75,000,000) of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The shares of Common Stock to be purchased hereunder are referred to herein as the “Purchase Shares”;

WHEREAS, the offer and sale of the shares of Common Stock issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the transactions to be made hereunder; and

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	CONFIDENTIAL & PROPRIETARY

***Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

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PROFESSIONAL SERVICES CONTRACT

Between

AXIOM SPACE, INC.

and

** **

GRAVITICS, INC.

Contract Number:		2024-Gravitics-Cargo-001
Contract Value ($USD):		$125,000,000 Payable in accordance with terms and conditions herein and Attachment 2 Milestone Payment Schedule

This Professional Services Contract (the “Contract”), effective 17 May 2024 is made by and between Axiom Space, Inc., with offices at 1290 Hercules Ave., Houston, TX 77058, USA (“Axiom”) and Gravitics, Inc., with offices at4150 152nd St NE Suite 102, Marysville, WA 98271 (“Contractor) (each a “Party” and collectively the “Parties”).

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