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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 30, 2023
Commission
File Number 001-39223
SADOT
GROUP INC.
(Exact
name of small business issuer as specified in its charter)
Nevada |
|
47-2555533 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
1751
River Run, Suite 200, Fort Worth, Texas 76107
(Address
of principal executive offices)
(832)
604-9568
(Issuer’s
telephone number)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instructions A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
Common
Stock, $0.0001 par value |
|
SDOT |
|
The
Nasdaq Stock Market |
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As
previously discussed, on September 22, 2023, Sadot Group Inc. (the “Company”) entered into the Standby Equity Purchase Agreement
(“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”)
pursuant to which the Company has the right to sell to Yorkville up to $25 million of its shares of common stock, subject to certain
limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. Sales of the shares of common stock
to Yorkville under the SEPA, and the timing of any such sales, are at the Company’s option, and the Company is under no obligation
to sell any shares of common stock to Yorkville under the SEPA except in connection with notices that may be submitted by Yorkville,
in certain circumstances as described below.
In
connection with the SEPA, and subject to the condition set forth therein, Yorkville agreed to advance to the Company in the form of convertible
promissory notes (the “Convertible Notes”) an aggregate principal amount of $4.0 million (the “Pre-Paid Advance”).
The Pre-Paid Advance was disbursed on September 22, 2023 with respect to $3.0 million (the “Initial Note”) and the balance
of $1.0 million was disbursed on October 30, 2023 (the “Second Note”). The purchase price for the Pre-Paid Advance is 94.0%
of the principal amount of the Pre-Paid Advance. Interest shall accrue on the outstanding balance of any Pre-Paid Advance at an annual
rate equal to 6.0%, subject to an increase to 18% upon an event of default as described in the Convertible Notes. The maturity date is
September 22, 2024. Yorkville may convert the Convertible Notes into shares of the Company’s common
stock at a conversion price equal to the lower of $1.1495 with respect to the Initial Note and $0.7315
with respect to the Second Note or 95% of the lowest daily VWAP during the seven consecutive trading days immediately proceeding the
conversion (the “Conversion Price”), which in no event may the Conversion Price be lower than $0.33 (the “Floor Price”).
In addition, upon the occurrence and during the continuation of an event of default, the Convertible Notes shall become immediately due
and payable and the Company shall pay to Yorkville the principal and interest due thereunder. In no event shall Yorkville be allowed
to effect a conversion if such conversion, along with all other shares of common stock beneficially owned by Yorkville and its affiliates
would exceed 4.99% of the outstanding shares of the common stock of the Company. If any time on or after October 22, 2023 (i) the daily
VWAP is less than the Floor Price for seven trading days during a period of nine consecutive trading days (“Floor Price Trigger”),
or (ii) the Company has issued in excess of 99% of the shares of common stock available under the Exchange Cap (“Exchange Cap Trigger”
and collectively with the Floor Price Trigger, the “Trigger”)), then the Company shall make monthly payments to Yorkville
beginning on the seventh trading day after the Trigger and continuing monthly in the amount of $500,000 plus an 8.0% premium and accrued
and unpaid interest. The Exchange Cap Trigger will not apply in the event the Company has obtained the approval from its stockholders
in accordance with the rules of Nasdaq Stock Market for the issuance of shares of common stock pursuant to the transactions contemplated
in the Convertible Note and the SEPA in excess of 19.99% of the aggregate number of shares of common stock issued and outstanding as
of the effective date of the SEPA (the “Exchange Cap”).
Yorkville,
in its sole discretion and providing that there is a balance remaining outstanding under the Convertible Notes, may deliver a notice
under the SEPA requiring the issuance and sale of shares of common stock to Yorkville at the Conversion Price in consideration of an
offset of the Convertible Notes (“Yorkville Advance”). Yorkville, in its sole discretion, may select the amount of any Yorkville
Advance, provided that the number of shares issued does not cause Yorkville to exceed the 4.99% ownership limitation, does not exceed
the Exchange Cap or the amount of shares of common stock that are registered. As a result of a Yorkville Advance, the amounts payable
under the Convertible Notes will be offset by such amount subject to each Yorkville Advance.
This
Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of common stock, nor
shall there be any sale of shares of common stock in any state or jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
In
the SEPA, Yorkville represented to the Company, among other things, that it is an “accredited investor” (as such term is
defined in Rule 501(a) of Regulation D under the Securities Act). The securities referred to in this Current Report on Form 8-K are being
issued and sold by the Company to Yorkville in reliance upon the exemption from the registration requirements of the Securities Act afforded
by Section 4(a)(2) of the Securities Act.
Item
9.01 Financial Statements and Exhibits
(d)
Index of Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
SADOT
GROUP INC. |
|
|
|
|
By: |
/s/
Michael Roper |
|
Name: |
Michael
Roper |
|
Title: |
Chief
Executive Officer |
Date:
October 31, 2023
Exhibit
10.1
NEITHER
THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
SADOT
GROUP INC.
Convertible
Promissory Note
Original
Principal Amount: $1,000,000
Issuance
Date: October 30, 2023
Number:
SDOT-2
FOR
VALUE RECEIVED, SADOT GROUP INC., an entity organized under the laws of the State of Nevada (the “Company”), hereby
promises to pay to the order of YA II PN, LTD., or its registered assigns (the “Holder”), the amount set out above
as the Original Principal Amount (as reduced pursuant to the terms hereof pursuant to repayment, redemption, conversion or otherwise,
the “Principal”) and Payment Premium or Redemption Premium, as applicable, in each case when due, and to pay interest
(“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set out
above as the Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity
Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). Certain capitalized terms
used herein are defined in Section (13). The Issuance Date is the date of the first issuance of this Convertible Promissory Note (the
“Note”) regardless of the number of transfers and regardless of the number of instruments, which may be issued to
evidence such Note. This Note was issued with a 6% original issue discount.
This
Note is being issued pursuant to Section 2.01 of the Standby Equity Purchase Agreement, dated September 22, 2023 (as may be amended,
amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “SEPA”), between
the Company and the YA II PN, Ltd., as the Investor. This Note may be repaid in accordance with the terms of the SEPA, including, without
limitation, pursuant to Investor Notices and corresponding Advance Notices deemed given by the Company in connection with such Investor
Notices. The Holder also has the option of converting on one or more occasions all or part of the then outstanding balance under this
Note by delivering to the Company one or more Conversion Notices in accordance with Section 3 of this Note.
(1)
GENERAL TERMS
(a)
Maturity Date. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal,
accrued and unpaid Interest, and any other amounts outstanding pursuant to the terms of this Note. The “Maturity Date”
shall be September 22, 2024, as may be extended at the option of the Holder. Other than as specifically permitted by this Note, the Company
may not prepay or redeem any portion of the outstanding Principal and accrued and unpaid Interest.
(b)
Interest Rate and Payment of Interest. Interest shall accrue on the outstanding Principal balance hereof at an annual rate equal
to 6% (“Interest Rate”), which Interest Rate shall increase to an annual rate of 18% upon the occurrence of an Event
of Default (for so long as such event remains uncured). Interest shall be calculated based on a 365-day year and the actual number of
days elapsed, to the extent permitted by applicable law. Provided no Event of Default occurs, interest shall be waived for the first
45 days following the date of the SEPA.
(c)
Monthly Payments. If, any time after the Issuance Date set forth above, and from time to time thereafter, a Trigger Event occurs,
then the Company shall make monthly payments beginning on the 7th Trading Day after the Trigger Date and continuing on the same day of
each successive Calendar Month. Each monthly payment shall be in an amount equal to the sum of (i) $500,000 of Principal in the aggregate
among this Note and all Other Notes (or the outstanding Principal if less than such amount) (the “Triggered Principal Amount”),
plus (ii) the Payment Premium (as defined below) in respect of such Triggered Principal Amount, and (iii) accrued and unpaid interest
hereunder as of each payment date. The obligation of the Company to make monthly prepayments related to a Trigger Event shall cease (with
respect to any payment that has not yet come due) if any time after the Trigger Date (A) in the event of a Floor Price Trigger, on the
date that is the 7th consecutive Trading Day that the daily VWAP is greater than 110% of the Floor Price then in effect, or (B) in the
event of an Exchange Cap Trigger, the date the Company has obtained stockholder approval to increase the number of Common Shares under
the Exchange Cap and/ or the Exchange Cap no longer applies, unless a subsequent Trigger Event occurs.
(d)
Optional Redemption. The Company at its option shall have the right, but not the obligation, to redeem (“Optional Redemption”)
early a portion or all amounts outstanding under this Note as described in this Section; provided that (i) the Company provides
the Holder with at least 10 Trading Days’ prior written notice (each, a “Redemption Notice”) of its desire to
exercise an Optional Redemption, and (ii) on the date the Redemption Notice is issued, the VWAP of the Common Stock is less than the
Fixed Price. Each Redemption Notice shall be irrevocable and shall specify the outstanding balance of the Note to be redeemed and the
Redemption Amount. The “Redemption Amount” shall be equal to the outstanding Principal balance being redeemed by the
Company, plus the Redemption Premium (as defined below), plus all accrued and unpaid interest. After receipt of the Redemption Notice,
the Holder shall have 10 Trading Days to elect to convert all or any portion of the Note. On the 11th Trading Day after the Redemption
Notice, the Company shall deliver to the Holder the Redemption Amount with respect to the Principal amount redeemed after giving effect
to conversions or other payments effected during the 10 Trading Day period.
(e)
Payment Dates. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.
(2)
EVENTS OF DEFAULT.
(a)
An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether
it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any
order, rule or regulation of any administrative or governmental body):
(i)
The Company’s failure to pay to the Holder any amount of Principal, Redemption Premium, Payment Premium, Interest, or other amounts
when and as due under this Note or any other Transaction Document within five (5) Trading Days after such payment is due;
(ii)
The Company or any Subsidiary of the Company shall commence, or there shall be commenced against the Company or any Subsidiary of the
Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or
any Subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction, whether now or hereafter in effect relating to the Company
or any Subsidiary of the Company, any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty
one (61) days; or the Company or any Subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other
order approving any such case or proceeding is entered; or the Company or any Subsidiary of the Company suffers any appointment of any
custodian, private or court appointed receiver or the like for it or all or substantially all of its property which continues undischarged
or unstayed for a period of sixty one (61) days; or the Company or any Subsidiary of the Company makes a general assignment of all or
substantially all of its assets for the benefit of creditors; or the Company or any Subsidiary of the Company shall fail to pay, or shall
state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any Subsidiary of
the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or
the Company or any Subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence
in any of the foregoing; or any corporate or other action is taken by the Company or any Subsidiary of the Company for the purpose of
effecting any of the foregoing;
(iii)
The Company or any Subsidiary of the Company shall default, in any of its obligations under any debenture, mortgage, credit agreement
or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may
be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the
Company or any Subsidiary of the Company in an amount exceeding $500,000, whether such indebtedness now exists or shall hereafter be
created and such default is not cured within the time prescribed by the documents governing such indebtedness or if no time is prescribed,
within ten (10) Trading Days, and as a result, such indebtedness becomes or is declared due and payable;
(iv)
The Common Shares shall cease to be quoted or listed for trading, as applicable, on any Primary Market for a period of ten (10) consecutive
Trading Days;
(v)
The Company or any Subsidiary of the Company shall be a party to any Change of Control Transaction (as defined in Section (13)) unless
in connection with such Change of Control Transaction this Note is retired;
(vi)
The Company’s (A) failure to deliver the required number of Common Shares to the Holder within two (2) Trading Days after the applicable
Share Delivery Date or (B) notice, written or oral, to any holder of the Note, including by way of public announcement, at any time,
of its intention not to comply with a request for conversion of any Note into Common Shares that is tendered in accordance with the provisions
of the Note;
(vii)
The Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined herein) within five (5) Business
Days after such payment is due;
(viii)
The Company’s failure to timely file with the Commission any Periodic Report on or before the due date of such filing as established
by the Commission, it being understood, for the avoidance of doubt, that due date includes any permitted filing deadline extension under
Rule 12b-25 under the Exchange Act;
(ix)
Any material representation or warranty made or deemed to be made by or on behalf of the Company in or in connection with any Transaction
Document, or any waiver hereunder or thereunder, shall prove to have been incorrect in any material respect (or, in the case of any such
representation or warranty already qualified by materiality, such representation or warranty shall prove to have been incorrect) when
made or deemed made;
(x)
Any material provision of any Transaction Document, at any time after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder, ceases to be in full force and effect; or the Company or any other Person contests in writing the
validity or enforceability of any provision of any Transaction Document; or the Company denies in writing that it has any or further
liability or obligation under any Transaction Document, or purports in writing to revoke, terminate (other than in line with the relevant
termination provisions) or rescind any Transaction Document;
(xi)
The Company uses the proceeds of the issuance of this Note, whether directly or indirectly, and whether immediately, incidentally or
ultimately, to purchase or carry margin stock (within the meaning of Regulations T, U and X of the Federal Reserve Board, as in effect
from time to time and all official rulings and interpretations thereunder or thereof), or to extend credit to others for the purpose
of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose; or
(xii)
Any Event of Default (as defined in the Other Notes or in any Transaction Document other than this Note) occurs with respect to any Other
Notes, or any breach of any material term of any other debenture, note, or instrument held by the Holder in the Company or any agreement
between or among the Company and the Holder; or
(xiii)
The Company shall fail to observe or perform any material covenant, agreement or warranty contained in, or otherwise commit any material
breach or default of any provision of this Note (except as may be covered by Section (2)(a)(i) through (2)(a)(xii) hereof) or any other
Transaction Document, which is not cured or remedied within the time prescribed or if no time is prescribed within ten (10) Business
Days.
(b)
During the time that any portion of this Note is outstanding, if any Event of Default has occurred (other than an event with respect
to the Company described in Section (2)(a)(ii)), the full unpaid Principal amount of this Note, together with interest and other amounts
owing in respect thereof, to the date of acceleration shall become at the Holder’s election given by notice pursuant to Section
(6), immediately due and payable in cash; provided that, in the case of any event with respect to the Company described in Section (2)(a)(ii),
the full unpaid Principal amount of this Note, together with interest and other amounts owing in respect thereof to the date of acceleration,
shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Company. Furthermore, in addition to any other remedies, the Holder shall have the right (but not the obligation)
to convert, on one or more occasions all or part of the Note in accordance with Section (3) (and subject to the limitations set out in
Section (3)(c)(i) and Section (3)(c)(ii)) at any time after (x) an Event of Default or (y) the Maturity Date at the Conversion Price.
The Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, (other than required
notice of conversion) and the Holder may immediately enforce any and all of its rights and remedies hereunder and all other remedies
available to it under applicable law. Such declaration may be rescinded and annulled by the Holder in writing at any time prior to payment
hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.
(3)
CONVERSION OF NOTE. This Note shall be convertible into shares of the Company’s Common Shares, on the terms and conditions
set forth in this Section (3).
(a)
Conversion Right. Subject to the limitations of Section (3)(c), at any time or times on or after the Issuance Date, the Holder
shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount into fully paid and nonassessable Common Shares
in accordance with Section (3)(b), at the Conversion Price. The number of Common Shares issuable upon conversion of any Conversion Amount
pursuant to this Section (3)(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price. The Company shall
not issue any fraction of a share of Common Shares upon any conversion. All calculations under this Section (3) shall be rounded to the
nearest $0.0001. If the issuance would result in the issuance of a fraction of a share of Common Shares, the Company shall round such
fraction of a share of Common Shares up to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes
that may be payable with respect to the issuance and delivery of Common Shares upon conversion of any Conversion Amount.
(b)
Mechanics of Conversion.
(i)
Optional Conversion. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”),
the Holder shall (A) transmit by email (or otherwise deliver), for receipt on or prior to 11:59 p.m., New York Time, on such date, a
copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”)
to the Company and (B) if required by Section (3)(b)(iii), surrender this Note to a nationally recognized overnight delivery service
for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Note in the
case of its loss, theft or destruction). On or before the third (3rd) Trading Day following the date of receipt of a Conversion
Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates
of Common Shares and provided that the Transfer Agent is participating in the Depository Trust Company’s (“DTC”)
Fast Automated Securities Transfer Program, credit such aggregate number of Common Shares to which the Holder shall be entitled to the
Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the
Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified
in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Common Shares to which
the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations
of the Commission. If this Note is physically surrendered for conversion and the outstanding Principal of this Note is greater than the
Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than
three (3) Business Days after receipt of this Note and at its own expense, issue and deliver to the holder a new Note representing the
outstanding Principal not converted. The Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note
shall be treated for all purposes as the record holder or holders of such Common Shares upon the transmission of a Conversion Notice.
(ii)
Company’s Failure to Timely Convert. If within three (3) Trading Days after the Company’s receipt of an email copy
of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder’s balance account
with DTC for the number of Common Shares to which the Holder is entitled upon such holder’s conversion of any Conversion Amount
(a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction
or otherwise) Common Shares to deliver in satisfaction of a sale by the Holder of Common Shares issuable upon such conversion that the
Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days
after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s
total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the Common Shares so purchased (the
“Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Common
Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such
Common Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number
of Common Shares, times (B) the Closing Price on the Conversion Date.
(iii)
Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance
with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion
Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice
may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company
shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other method,
reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.
(c)
Limitations on Conversions.
(i)
Beneficial Ownership. The Holder shall not have the right to convert any portion of this Note to the extent that after giving
effect to such conversion, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with
Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of Common Shares outstanding
immediately after giving effect to such conversion or receipt of shares as payment of interest. Since the Holder will not be obligated
to report to the Company the number of Common Shares it may hold at the time of a conversion hereunder, unless the conversion at issue
would result in the issuance of Common Shares in excess of 4.99% of the then outstanding Common Shares without regard to any other shares
which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine
whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines
that the limitation contained in this Section applies, the determination of which portion of the Principal amount of this Note is convertible
shall be the responsibility and obligation of the Holder. If the Holder has delivered a Conversion Notice for a Principal amount of this
Note that, without regard to any other shares that the Holder or its affiliates may beneficially own, would result in the issuance in
excess of the permitted amount hereunder, the Company shall notify the Holder of this fact and shall honor the conversion for the maximum
Principal amount permitted to be converted on such Conversion Date in accordance with Section (3)(a) and, any Principal amount tendered
for conversion in excess of the permitted amount hereunder shall remain outstanding under this Note. The provisions of this Section may
be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other
Holders shall be unaffected by any such waiver.
(ii)
Principal Market Limitation. Notwithstanding anything in this Note to the contrary, the Company shall not issue any Common Shares
upon conversion of this Note, or otherwise, if the issuance of such Common Shares, together with any Common Shares issued in connection
the SEPA and with any other transactions that may be considered part of the same series of transactions, would exceed the aggregate number
Common Shares that the Company may issue in a transaction in compliance with the Company’s obligations under the rules or regulations
of Nasdaq Stock Market LLC (the “Nasdaq”) and shall be referred to as the “Exchange Cap,” except
that such limitation shall not apply if the Company’s stockholders have approved such issuances on such terms in excess of the
Exchange Cap in accordance with the rules of the Nasdaq.
(d)
Other Provisions.
(i)
All calculations under this Section (4) shall be rounded to the nearest $0.0001 or whole share.
(ii)
So long as this Note or any Other Notes remain outstanding, the Company shall have reserved from its duly authorized share capital, and
shall have instructed its transfer agent to irrevocably reserve, the maximum number of Common Shares issuable upon conversion of this
Note and the Other Notes (assuming for purposes hereof that (x) this Note and such Other Notes are convertible at the Floor Price as
of the date of determination, (y) any such conversion shall not take into account any limitations on the conversion of the Note or Other
Notes set forth herein or therein (the “Required Reserve Amount”), provided that at no time shall the number of Common
Shares reserved pursuant to this Section (3)(d)(ii) be reduced other than proportionally with respect to all Common Shares in connection
with any conversion (other than pursuant to the conversion of this Note and the Other Notes in accordance with their terms) and/or cancellation,
or reverse stock split. If at any time the number of Common Shares authorized but unissued and not otherwise reserved for issuance (including
(i) in relation to equity or debt securities convertible into or exchangeable or exercisable for or that can be settled in Common Shares
(other than the Note and the Other Notes) and (ii) Common Shares remaining available for issuance under the Company’s equity incentive
plans) is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to propose
to its general meeting of shareholders an increase of its authorized share capital necessary to meet the Company’s obligations
pursuant to this Note, recommending that shareholders vote in favor of such an increase. If at any time the number of Common Shares that
remain available for issuance under the Exchange Cap is less than 100% of the maximum number of shares issuable upon conversion of all
the Notes and Other Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Conversion Price then
in effect, and (y) any such conversion shall not take into account any limitations on the conversion of the Note, other than the Floor
Price then in effect but solely with respect to the Variable Price), the Company will use commercially reasonable efforts to promptly
call and hold a shareholder meeting for the purpose of seeking the approval of its shareholders as required by the applicable rules of
the Principal Market, for issuances of shares in excess of the Exchange Cap. The Company covenants that, upon issuance in accordance
with conversion of this Note in accordance with its terms, the Common Shares, when issued, will be validly issued, fully paid and nonassessable.
(iii)
Nothing herein shall limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section (2) herein
for the Company’s failure to deliver certificates representing Common Shares upon conversion within the period specified herein
and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security. The exercise
of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable
law.
(iv)
Legal Opinions. The Company is obligated to cause its legal counsel to deliver legal opinions to the Company’s transfer
agent in connection with any legend removal upon the expiration of any holding period or other requirement for which the Underlying Shares
may bear legends restricting the transfer thereof. To the extent that a legal opinion is not provided (either timely or at all), then,
in addition to being an Event of Default hereunder, the Company agrees to reimburse the Holder for all reasonable costs incurred by the
Holder in connection with any legal opinions paid for by the Holder in connection with sale or transfer of Underlying Common Shares.
The Holder shall notify the Company of any such costs and expenses it incurs that are referred to in this section from time to time and
all amounts owed hereunder shall be paid by the Company with reasonable promptness.
(e)
Adjustment of Conversion Price upon Subdivision or Combination of Common Shares. If the Company, at any time while this Note is
outstanding, shall (a) pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Shares or any other
equity or equity equivalent securities payable in Common Shares, (b) subdivide outstanding Common Shares into a larger number of shares,
(c) combine (including by way of reverse stock split) outstanding Common Shares into a smaller number of shares, or (d) issue by reclassification
of Common Shares any shares of capital stock of the Company, then each of the Fixed Price and the Floor Price shall be multiplied by
a fraction of which the numerator shall be the number of Common Shares (excluding treasury shares, if any) outstanding before such event
and of which the denominator shall be the number of Common Shares outstanding after such event. Any adjustment made pursuant to this
Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
(f)
Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any
Fundamental Transaction pursuant to which holders of Common Shares are entitled to receive securities or other assets with respect to
or in exchange for Common Shares (a “Corporate Event”), the Company shall make appropriate provision to ensure that
the Holder will thereafter have the right to receive upon a conversion of this Note, at the Holder’s option, (i) in addition to
the Common Shares receivable upon such conversion, such securities or other assets to which the Holder would have been entitled with
respect to such Common Shares had such Common Shares been held by the Holder upon the consummation of such Corporate Event (without taking
into account any limitations or restrictions on the convertibility of this Note) or (ii) in lieu of the Common Shares otherwise receivable
upon such conversion, such securities or other assets received by the holders of Common Shares in connection with the consummation of
such Corporate Event in such amounts as the Holder would have been entitled to receive had this Note initially been issued with conversion
rights for the form of such consideration (as opposed to Common Shares) at a conversion rate for such consideration commensurate with
the Conversion Price. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Required
Holders. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without
regard to any limitations on the conversion or redemption of this Note.
(g)
Whenever the Conversion Price is adjusted pursuant to Section (3) hereof, the Company shall promptly provide the Holder with a written
notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.
(h)
In case of any (1) merger or consolidation of the Company or any Subsidiary of the Company with or into another Person, or (2) sale by
the Company or any Subsidiary of the Company of more than one-half of the assets of the Company in one or a series of related transactions,
a Holder shall have the right to (A) exercise any rights under Section (3)(b), (B) convert the aggregate amount of this Note then
outstanding into the shares of stock and other securities, cash and property receivable upon or deemed to be held by holders of Common
Shares following such merger, consolidation or sale, and such Holder shall be entitled upon such event or series of related events to
receive such amount of securities, cash and property as the Common Shares into which such aggregate Principal amount of this Note could
have been converted immediately prior to such merger, consolidation or sales would have been entitled, or (C) in the case of a merger
or consolidation, require the surviving entity to issue to the Holder a convertible Note with a Principal amount equal to the aggregate
Principal amount of this Note then held by such Holder, plus all accrued and unpaid interest and other amounts owing thereon, which such
newly issued convertible Note shall have terms identical (including with respect to conversion) to the terms of this Note, and shall
be entitled to all of the rights and privileges of the Holder of this Note set forth herein and the agreements pursuant to which this
Note was issued. In the case of clause (C), the conversion price applicable for the newly issued shares of convertible preferred stock
or convertible debentures shall be based upon the amount of securities, cash and property that each Common Shares would receive in such
transaction and the Conversion Price in effect immediately prior to the effectiveness or closing date for such transaction. The terms
of any such merger, sale or consolidation shall include such terms so as to continue to give the Holder the right to receive the securities,
cash and property set forth in this Section upon any conversion or redemption following such event. This provision shall similarly apply
to successive such events.
(4)
REISSUANCE OF THIS NOTE.
(a)
Transfer. If this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company will forthwith
issue and deliver upon the order of the Holder a new Note (in accordance with Section (4)(d)), registered in the name of the registered
transferee or assignee, representing the outstanding Principal being transferred by the Holder (along with any accrued and unpaid interest
thereof) and, if less then the entire outstanding Principal is being transferred, a new Note (in accordance with Section (4)(d)) to the
Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge
and agree that, by reason of the provisions of Section (3)(b)(iii) following conversion or redemption of any portion of this Note, the
outstanding Principal represented by this Note may be less than the Principal stated on the face of this Note.
(b)
Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder
to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute
and deliver to the Holder a new Note (in accordance with Section (4)(d)) representing the outstanding Principal.
(c)
Note Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Note or Notes (in accordance with Section (4)(d)) representing in the aggregate the outstanding Principal
of this Note, and each such new Note will represent such portion of such outstanding Principal as is designated by the Holder at the
time of such surrender.
(d)
Issuance of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms hereof, such new Note (i) shall
be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding
(or in the case of a new Note being issued pursuant to Section 5(4)(a) or Section 5(4)(c), the Principal designated by the Holder which,
when added to the Principal represented by the other new Note issued in connection with such issuance, does not exceed the Principal
remaining outstanding under this Note immediately prior to such issuance of new Note), (iii) shall have an issuance date, as indicated
on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as
this Note, and (v) shall represent accrued and unpaid Interest from the Issuance Date.
(5)
NOTICES. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must
be in writing by letter and email and will be deemed to have been delivered: upon the later of (A) either (i) receipt, when delivered
personally or (ii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case,
properly addressed to the party to receive the same and (B) receipt, when sent by electronic mail. The addresses and e-mail addresses
for such communications shall be:
If
to the Company, to: |
Sadot
Group Inc. |
|
1751
River Run, Suite 200
Fort Worth, Texas 76107
|
|
|
|
Attn:
Michael Roper, CEO |
|
Telephone:
832-604-9568 |
|
Email:
Michael.roper@sadotco.com |
|
|
with
a copy (which shall not constitute notice) to:
|
Fleming
PLLC
30
Wall Street, 8th Floor
New
York, New York 10005
Attn:
Stephen Fleming, Esq. |
|
|
|
E-mail:
smf@flemingpllc.com |
|
|
If
to the Holder: |
YA
II PN, Ltd |
|
c/o
Yorkville Advisors Global, LLC
1012
Springfield Avenue |
|
Mountainside,
NJ 07092 |
|
Attention:
Mark Angelo |
|
Telephone:
201-985-8300 |
|
Email:
Legal@yorkvilleadvisors.com |
or
at such other address and/or email and/or to the attention of such other person as the recipient party has specified by written notice
given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given
by the recipient of such notice, consent, waiver or other communication, (ii) electronically generated by the sender’s email service
provider containing the time, date, recipient email address or (iii) provided by a nationally recognized overnight delivery service,
shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service
in accordance with clause (i), (ii) or (iii) above, respectively.
(6)
Except as expressly provided herein, no provision of this Note shall alter or impair the obligations of the Company, which are absolute
and unconditional, to pay the Principal of, interest and other charges (if any) on, this Note at the time, place, and rate, and in the
currency, herein prescribed. This Note is a direct obligation of the Company. As long as this Note is outstanding, the Company shall
not and shall cause their subsidiaries not to, without the consent of the Holder, (i) amend its certificate of incorporation, bylaws
or other charter documents so as to adversely affect any rights of the Holder; (ii) repay, repurchase or offer to repay, repurchase or
otherwise acquire shares of its Common Shares or other equity securities; or (iii) enter into any agreement with respect to any of the
foregoing.
(7)
This Note shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right
to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other
proceedings of the Company, unless and to the extent converted into Common Shares in accordance with the terms hereof.
(8)
CHOICE OF LAW; VENUE; WAIVER OF JURY TRIAL
(a)
Governing Law. This Note and the rights and obligations of the Parties hereunder shall, in all respects, be governed by, and construed
in accordance with, the laws (excluding the principles of conflict of laws) of the State of New York (the “Governing Jurisdiction”)
(including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), including all matters of construction,
validity and performance.
(b)
Jurisdiction; Venue; Service.
(i)
The Company hereby irrevocably consents to the non-exclusive personal jurisdiction of the state courts of the Governing Jurisdiction
and, if a basis for federal jurisdiction exists, the non-exclusive personal jurisdiction of any United States District Court for the
Governing Jurisdiction.
(ii)
The Company agrees that venue shall be proper in any court of the Governing Jurisdiction selected by the Holder or, if a basis for federal
jurisdiction exists, in any United States District Court in the Governing Jurisdiction. The Company waives any right to object to the
maintenance of any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract
or in tort or otherwise, in any of the state or federal courts of the Governing Jurisdiction on the basis of improper venue or inconvenience
of forum.
(iii)
Any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or
otherwise, brought by the Company against the Holder arising out of or based upon this Note or any matter relating to this Note, or any
other Transaction Document, or any contemplated transaction, shall be brought in a court only in the Governing Jurisdiction. The Company
shall not file any counterclaim against the Holder in any suit, claim, action, litigation or proceeding brought by the Holder against
the Company in a jurisdiction outside of the Governing Jurisdiction unless under the rules of the court in which the Holder brought such
suit, claim, action, litigation or proceeding the counterclaim is mandatory, and not permissive, and would be considered waived unless
filed as a counterclaim in the suit, claim, action, litigation or proceeding instituted by the Holder against the Company. The Company
agrees that any forum outside the Governing Jurisdiction is an inconvenient forum and that any suit, claim, action, litigation or proceeding
brought by the Company against the Holder in any court outside the Governing Jurisdiction should be dismissed or transferred to a court
located in the Governing Jurisdiction. Furthermore, the Company irrevocably and unconditionally agrees that it will not bring or commence
any suit, claim, action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort
or otherwise, against the Holder arising out of or based upon this Note or any matter relating to this Note, or any other Transaction
Document, or any contemplated transaction, in any forum other than the courts of the State of New York sitting in New York County, and
the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties
hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such suit,
claim, action, litigation or proceeding may be heard and determined in such New York State Court or, to the fullest extent permitted
by applicable law, in such federal court. The Company and the Holder agree that a final judgment in any such suit, claim, action, litigation
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law.
(iv)
The Company and the Holder irrevocably consent to the service of process out of any of the aforementioned courts in any such suit, claim,
action, litigation or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid, to it at the address
provided for notices in this Note, such service to become effective thirty (30) days after the date of mailing.
(v)
Nothing herein shall affect the right of the Holder to serve process in any other manner permitted by law or to commence legal proceedings
or to otherwise proceed against the Company or any other Person in the Governing Jurisdiction or in any other jurisdiction.
(c)
THE PARTIES MUTUALLY WAIVE ALL RIGHT TO TRIAL BY JURY OF ALL CLAIMS OF ANY KIND ARISING OUT OF OR BASED UPON THIS NOTE OR ANY MATTER
RELATING TO THIS NOTE, OR ANY OTHER TRANSACTION DOCUMENT, OR ANY CONTEMPLATED TRANSACTION. THE PARTIES ACKNOWLEDGE THAT THIS IS A WAIVER
OF A LEGAL RIGHT AND THAT THE PARTIES EACH MAKE THIS WAIVER VOLUNTARILY AND KNOWINGLY AFTER CONSULTATION WITH COUNSEL OF THEIR RESPECTIVE
CHOICE. THE PARTIES AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION, WITHOUT A JURY.
(9)
If the Company fails to strictly comply with the terms of this Note, then the Company shall reimburse the Holder promptly for all fees,
costs and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in any action in connection
with this Note, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with the
rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to the
Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation
or enforcement of any rights or remedies of the Holder.
(10)
Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach
of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to
any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist
upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.
(11)
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision
is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it
shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable
rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants
(to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all
or any portion of the Principal of or interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in
force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so)
hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder,
delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though
no such law has been enacted.
(12)
CERTAIN DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:
(a)
“Bloomberg” means Bloomberg Financial Markets.
(b)
“Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United
States or a day on which banking institutions are authorized or required by law or other government action to close.
(c)
“Buy-In” shall have the meaning set forth in Section (3)(b)(ii).
(d)
“Buy-In Price” shall have the meaning set forth in Section (3)(b)(ii).
(e)
“Calendar Month” means one of the months as named in the calendar.
(f)
“Change of Control Transaction” means the occurrence of (a) except for any acquisition by Aggia LLC FZ pursuant to
the Services Agreement entered with the Company dated November 14, 2022, an acquisition after the date hereof by an individual or legal
entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through
legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting
power of the Company (except that the acquisition of voting securities by the Holder or any other current holder of convertible securities
of the Company shall not constitute a Change of Control Transaction for purposes hereof), (b) a replacement at one time or over time
of more than one-half of the members of the board of directors of the Company (other than as due to the death or disability of a member
of the board of directors) which is not approved by a majority of those individuals who are members of the board of directors on the
date hereof (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of
directors was approved by a majority of the members of the board of directors who are members on the date hereof), (c) except for transactions
with respect to the sale or merger of assets or subsidiaries utilized in the Company’s restaurant division, the merger, consolidation
or sale of fifty percent (50%) or more of the assets of the Company or any Subsidiary of the Company in one or a series of related transactions
with or into another entity, or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound,
providing for any of the events set forth above in (a), (b) or (c). No transfer to a wholly-owned Subsidiary shall be deemed a Change
of Control Transaction under this provision.
(g)
“Closing Price” means the price per share in the last reported trade of the Common Shares on a Primary Market or on
the exchange which the Common Shares are then listed as quoted by Bloomberg.
(h)
“Commission” means the Securities and Exchange Commission.
(i)
“Common Shares” means the shares of common stock, par value $0.0001, of the Company and stock of any other class into
which such shares may hereafter be changed or reclassified.
(j)
“Conversion Amount” means the portion of the Principal, Interest, or other amounts outstanding under this Note to
be converted, redeemed or otherwise with respect to which this determination is being made.
(k)
“Conversion Date” shall have the meaning set forth in Section (3)(b)(i).
(l)
“Conversion Failure” shall have the meaning set forth in Section (3)(b)(ii).
(m)
“Conversion Notice” shall have the meaning set forth in Section (3)(b)(i).
(n)
“Conversion Price” means, as of any Conversion Date or other date of determination the lower of (i) $0.7318 per Common
Share (the “Fixed Price”), or (ii) 95% of the lowest daily VWAP during the 7 consecutive Trading Days immediately
preceding the Conversion Date or other date of determination (the “Variable Price”), but which Variable Price shall
not be lower than the Floor Price then in effect. The Conversion Price shall be adjusted from time to time pursuant to the other terms
and conditions of this Note.
(o)
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
(p)
“Floor Price” solely with respect to the Variable Price, shall mean $0.33 per share. Notwithstanding the foregoing,
the Company may reduce the Floor Price to any amounts set forth in a written notice to the Holder; provided that such reduction shall
be irrevocable and shall not be subject to increase thereafter.
(q)
“Fundamental Transaction” means any of the following: (1) the Company effects any merger or consolidation of
the Company with or into another Person and the Company is the non-surviving company (other than a merger or consolidation with a wholly
owned Subsidiary of the Company for the purpose of redomiciling the Company), (2) the Company effects any sale of all or substantially
all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another
Person) is completed pursuant to which holders of Common Shares are permitted to tender or exchange their shares for other securities,
cash or property, or (4) the Company effects any reclassification of the Common Shares or any compulsory share exchange pursuant to which
the Common Shares is effectively converted into or exchanged for other securities, cash or property.
(r)
“Other Notes” means any other notes issued pursuant to the SEPA and any other debentures, notes, or other instruments
issued in exchange, replacement, or modification of the foregoing.
(s)
“Payment Premium” means 8% of the Principal amount being paid.
(t)
“Periodic Reports” shall mean the Company’s (i) Annual Report on Form 10-K for the fiscal year ending December
31, 2023, (ii) any current report to be filed on Form 10-Q and (iii) all other reports required to be filed by the Company with the Commission
under applicable laws and regulations (including, without limitation, Regulation S-K) for so long as any amounts are outstanding under
this Note or any Other Note; provided that all such Periodic Reports shall include, when filed, all information, financial statements,
audit reports (when applicable) and other information required to be included in such Periodic Reports in compliance with all applicable
laws and regulations.
(u)
“Person” means a corporation, an association, a partnership, organization, a business, an individual, a government
or political subdivision thereof or a governmental agency.
(v)
“Primary Market” means any of The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq
Global Market or the Nasdaq Global Select Market, and any successor to any of the foregoing markets or exchanges.
(w)
“Redemption Premium” means 8% of the Principal amount being redeemed.
(x)
“Registration Rights Agreement” means the registration rights agreement entered into between the Company and the Holder
on the date hereof.
(y)
“Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights
Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a “selling stockholder”
thereunder.
(z)
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
(aa)
“Share Delivery Date” shall have the meaning set forth in Section (3)(b)(i).
(bb)
“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity
of which more than 50% of the total voting power of shares of capital stock or other interests (including partnership interests) entitled
(without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof
is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such
Person; or (iii) one or more Subsidiaries of such Person.
(cc)
“Trading Day” means a day on which the Common Shares are quoted or traded on a Primary Market on which the Common
Shares are then quoted or listed; provided, that in the event that the Common Shares are not listed or quoted, then Trading Day shall
mean a Business Day.
(dd)
“Transaction Document” means, each of, the Other Notes, the SEPA, the Registration Rights Agreement and any and all
documents, agreements, instruments or other items executed or delivered in connection with any of the foregoing.
(ee)
“Trigger Event” shall mean any time on or after October 22, 2023 (i) the daily VWAP is less than the Floor Price then
in effect for seven Trading Days during a period of nine consecutive Trading Days (a “Floor Price Trigger”), or (ii)
unless the Company has obtained the approval from its stockholders in accordance with the rules of the Principal Market for the issuance
of Shares pursuant to the transactions contemplated in this Note and the SEPA in excess of the Exchange Cap, the Company has issued in
excess of 99% of the Common Shares available under the Exchange Cap (an “Exchange Cap Trigger”) (the last such day
of each such occurrence, a “Trigger Date”).
(ff)
“Triggered Principal Amount” shall have the meaning set forth in Section (1)(c).
(gg)
“Underlying Shares” means the Common Shares issuable upon conversion of this Note or as payment of interest in accordance
with the terms hereof.
(hh)
“VWAP” means, for any security as of any date, the daily dollar volume-weighted average price for such security on
the Primary Market during regular trading hours as reported by Bloomberg through its “Historical Prices – Px Table with Average
Daily Volume” functions.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the Company has caused this Convertible Promissory Note to be duly executed by a duly authorized officer as of the
date set forth above.
|
COMPANY: |
|
SADOT
GROUP INC. |
|
|
|
|
By: |
|
|
Name: |
Michael
J. Roper |
|
Title: |
Chief
Executive Officer |
EXHIBIT
I
CONVERSION NOTICE
(To
be executed by the Holder in order to Convert the Note)
TO:
SADOT GROUP INC.
Via
Email:
The
undersigned hereby irrevocably elects to convert a portion of the outstanding and unpaid Conversion Amount of Note No. SDOT-2
into Common Shares of SADOT GROUP INC., according to the conditions stated therein, as of the Conversion Date written below.
Conversion
Date: |
|
Principal
Amount to be Converted: |
|
Accrued
Interest to be Converted: |
|
Total Conversion Amount to be converted: |
Fixed
Price: |
|
Variable
Price: |
|
Applicable
Conversion Price: |
|
Number of Common Shares to be issued: |
|
|
Please issue the Common Shares in the following name and deliver them to the following account: |
Issue
to: |
|
Broker
DTC Participant Code: |
|
Account
Number: |
|
|
|
Authorized
Signature: |
|
Name: |
|
Title: |
|
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