Browse EX-10 agreements

**PLACEMENT AGENCY AGREEMENT **

July 16, 2026

Keith Murphy

Executive Chairman

VivoSim Labs, Inc.

11555 Sorrento Valley Rd, Suite 100

San Diego, CA 92121

Dear Mr. Murphy:

This agreement (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and VivoSim Labs, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of unregistered (i) shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), (ii) pre-funded Common Stock purchase warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”), and (iii) Common Stock purchase warrants to purchase shares of Common Stock (the “Common Warrants”). The Shares, the Pre-Funded Warrants, the Common Warrants, and the shares of Common Stock underlying the Pre-Funded Warrants and the Common Warrants are hereinafter referred to as the “Securities.” T

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**SECURITIES PURCHASE AGREEMENT **

This Securities Purchase Agreement (this “Agreement”) is dated as of July 16, 2026, between VivoSim Labs, Inc., a Delaware corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this 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 Purchaser agree as follows:

**ARTICLE I. **

DEFINITIONS

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SECURITY AND PLEDGE AGREEMENT

SECURITY AND PLEDGE AGREEMENT, dated as of July 16, 2026 (this “Agreement”), made by 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 direct and indirect Subsidiaries (as defined below) of the Company, if any, from time to time party hereto (together with the Company, each a “Grantor” and, collectively, the “Grantors”), in favor of [•], with an office located at One Penn, 1 Pennsylvania Plaza, Suite 4810, New York, New York 10119, in its capacity as collateral agent (together with its successors and assignees, in such capacity, the “Collateral Agent”) for the Noteholders (as defined below) party to the Securities Purchase Agreement (as defined below).

W I T N E S S E T H:

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 16, 2026, is made by and between [•], a Delaware limited liability company (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 Company and the Investor have entered into that certain Equity Purchase Facility Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to $100.0 million of newly issued Common Stock (as defined below) (the “Common Shares”); and

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INTELLECTUAL PROPERTY PURCHASE AGREEMENT

Dated as of July 14, 2026

by and between

LITIAL LTD, a private company limited by shares organized under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China, with its registered office at 21st Floor, CMA Building, 64 Connaught Road Central, Hong Kong (“Seller” or “Litial”)

and

SADOT GROUP INC., a corporation organized under the laws of the State of Nevada, United States of America, with principal offices at 295 E Renfro Street, Suite 209, Burleson, Texas 76028 (Nasdaq: SDOT) (“Buyer” or “Sadot”)

Seller and Buyer are each a “Party” and together the “Parties”.

RECITALS

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “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 the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

RECITALS

A.       In connection with the Securities Purchase Agreement by and among the parties hereto, dated as of July 16, 2026 (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to each Buyer the Notes (as defined in the Securities Purchase Agreement) which will be convertible into Conversion Shares (as defined in the Securities Purchase Agreement) in accordance with the terms of the Notes.

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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

** **

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:

** **

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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