On July 14, 2026 (the "Contract Date"), Sadot Group Inc. (the "Company") entered into an Intellectual Property Purchase Agreement (the "IP Purchase Agreement") with 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 (the "Seller"), pursuant to which the Company agreed to acquire from the Seller all right, title and interest in and to certain software, source code, models, model weights, training data sets, data pipelines, technical documentation and related intellectual property marketed under the name "TradeIQ," consisting of a predictive-intelligence software layer designed to operate alongside commodity trading and risk management ("CTRM") platforms (the "Purchased IP").

The aggregate purchase price for the Purchased IP is US$6,000,000, payable as follows: (i) a cash component of US$50,000, payable in two tranches of US$30,000 upon execution of the IP Purchase Agreement and US$20,000 on the date that is twenty-one (21) calendar days after the Contract Date, subject to the Seller’s completion of delivery of the Purchased IP; (ii) 200,000 newly issued shares of the Company’s common stock, par value $0.0001 per share (the "Common Stock") (such shares, the "Consideration Shares"), valued for purposes of the IP Purchase Agreement at US$10.00 per share, or US$2,000,000 in the aggregate; and (iii) 3,950 newly issued shares of a new series of preferred stock of the Company designated as the Series C Non-Voting Non-Convertible Preferred Stock, par value $0.0001 per share (the "Series C Preferred"), with a stated value of US$1,000 per share, or US$3,950,000 in aggregate stated value (the "Preferred Consideration Shares").

The IP Purchase Agreement contains customary representations, warranties and covenants of the parties, including representations of the Seller regarding title to and non-infringement of the Purchased IP, clean-room development, open-source software, contributor assignments and sanctions compliance, as well as mutual indemnification provisions subject to a basket and cap, with customary carve-outs for fundamental and intellectual-property representations and fraud. The Seller has agreed to provide transition services for ninety (90) days following delivery and is subject to a two-year non-competition covenant with respect to the CTRM market. The Seller is required to complete delivery of the Purchased IP within twenty-one (21) calendar days after the Contract Date.

The Consideration Shares and the Preferred Consideration Shares are subject to transfer restrictions under the IP Purchase Agreement, including a 180-day lock-up following the closing and, thereafter, a daily leak-out limitation on sales of Consideration Shares tied to the trading volume of the Common Stock. The IP Purchase Agreement further provides that the Company will not issue shares of Common Stock thereunder in excess of 19.99% of the shares outstanding immediately prior to the Contract Date unless stockholder approval is obtained in accordance with applicable Nasdaq listing rules, and the parties acknowledged that the 200,000 Consideration Shares are expected to be below that threshold. The Series C Preferred is non-voting and non-convertible at issuance, as described under Item 5.03 below.