On June 26, 2026 (the "Closing Date"), Sadot Group Inc. (the "Company") entered into and consummated a Share Purchase Agreement (the "SPA") with Dream America Marketing Services, Ltd, a company organized under the laws of Costa Rica (the "Purchaser"), pursuant to which the Company sold, transferred and assigned to the Purchaser one hundred percent (100%) of the issued and outstanding membership interests (the "Interests") of Sadot Latam LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company ("Sadot Latam").

 

The aggregate purchase price for the Interests consists of: (i) $1,000 in cash, payable by wire transfer; plus (ii) a profit-sharing payment equal to 27.5% of cash actually collected in respect of certain receivables held by Sadot Latam and Sadot LLC, as more particularly described in Appendix A to the SPA. The Purchaser acquired the Interests on an "as is, where is" basis, inclusive of all existing and threatened litigation, claims and liabilities of Sadot Latam.

 

The assets of Sadot Latam transferred in connection with the sale, as set forth in Appendix A to the SPA, consist principally of the following:

 

● A Citizens Bank deposit of approximately $250,000;

 

● Kaford receivable (amount subject to collection);

 

● Naturz receivable (amount subject to collection);

 

● 50% of any net collection amount from the Zambia receivable; and

 

● 50% of any net collection amount from the Zen Noh lawsuit.

 

The SPA contains customary representations, warranties, covenants and indemnification provisions. The Seller has agreed to provide legal support for a period of six (6) months following the Closing Date for all litigation and disputes involving Sadot Latam existing as of the Closing Date. The SPA is governed by the laws of the State of New York, with disputes to be resolved by arbitration administered by the American Arbitration Association in New York, New York.