Sadot Group And VisionWave Form JV Relating To Israeli Firm C.M. Composite Materials, With VWAV Advancing Advancing ~$7.81M To CM

On September 30, 2026, Sadot Group Inc. M. , an Israeli advanced-composites manufacturer serving aerospace, defense and industrial customers ("CM"). The transactions contemplated by the JV Agreement closed simultaneously with its execution on September 30, 2026 (the "Closing").

The JV Agreement also serves as the operating agreement of CMJV. VisionWave is party to an Investment and Share Purchase Agreement dated as of February 20, 2026, as amended and supplemented (the "Share Purchase Agreement"), under which VisionWave agreed to acquire 51% of the share capital of CM, subject to a condition requiring CM and its subsidiary to enter into definitive joint venture agreements with Belrise Industries Limited (the "Belrise Condition"), and holds a call option on the remaining 49%.

The Belrise Condition has not been satisfied or waived, and the long-stop and outside closing dates under the Share Purchase Agreement have been extended to December 31, 2026. 81 million to or for the benefit of CM as of September 30, 2026. Neither the Company nor VisionWave currently owns any equity interest in CM. 81 million of outstanding advances to CM, in exchange for 7,814,323 units of membership interest in CMJV.

The Company committed to contribute $7,814,323 in cash to CMJV, an amount equal to VisionWave’s advances to CM (the "Capital Commitment"), in exchange for an equal number of units. Immediately following the Closing, the Company and VisionWave each hold 50% of the outstanding units of CMJV. 02 below. The Entry Premium Shares are separate from and do not reduce the Capital Commitment, and are not consideration for any interest in CM.

0 million by June 30, 2027 and the full Capital Commitment by September 30, 2027. The Company may pre-fund into a segregated CMJV account at any time and is not required to fund in excess of the Capital Commitment unless it elects, after approval by its board of directors, to match additional qualifying advances by VisionWave.

Each amount funded by the Company is lent by CMJV to CM as a secured advance under the Loan Agreement, which was assigned to CMJV at the Closing and amended, with the consent of CM and its sole shareholder, to increase the lending commitment to $16,628,646, so that the Company’s funding is secured by the same first-priority security interest in substantially all of CM’s assets as VisionWave’s existing advances, with CMJV as the sole lender of record. Advances under the Loan Agreement bear interest at 12% per annum and mature in February 2029.

If the Company has not funded the Capital Commitment in full by September 30, 2027, the unfunded portion will be extinguished and the Company’s units in CMJV will be automatically cancelled dollar-for-dollar, so that the Company’s ownership of CMJV will be reduced pro rata to the amount actually funded (the "True-Up"). The True-Up also applies if the acquisition of CM fails to close by the outside closing date under the Share Purchase Agreement, unless the Company elects to fund the balance within thirty days.

Prior to the True-Up, VisionWave may enforce the Capital Commitment by specific performance, overdue amounts bear interest at 12% per annum, VisionWave may fund any shortfall for additional units at a 10% discount, and the Company’s governance rights under the JV Agreement are suspended during any funding default. Until the Company has funded the Capital Commitment in full, distributions by CMJV are made in proportion to cash actually contributed rather than units, after payment to VisionWave of a priority return equal to the interest accrued on its advances to CM through the Closing.

If, after a failed acquisition, VisionWave or CMJV acquires an equity interest in CM by other means within twelve months, the Company has the right to reinstate its Capital Commitment and recover any cancelled units. CMJV is managed by a board of four managers, two designated by the Company (initially Michael D. Murray and Haggai Ravid) and two designated by VisionWave.

Specified matters, including any amendment or waiver under the Share Purchase Agreement, any waiver or modification of the Belrise Condition, any enforcement, conversion or compromise of the loans to CM, any exercise of the call option, any transfer of CM equity, additional capital contributions, related-party transactions, distributions and dissolution, require the approval of both members. VisionWave administers the loans to CM and the acquisition process on behalf of CMJV at cost.

Units of CMJV are subject to transfer restrictions, including a lock-up until the later of September 30, 2028 and the date on which the Company has funded the Capital Commitment in full, and thereafter to rights of first refusal and tag-along rights. 5% economic interest in CM for so long as they remain equal members. VisionWave alone remains responsible for the share consideration payable to CM’s shareholder under the Share Purchase Agreement.

The JV Agreement contains customary representations, warranties, covenants and indemnification provisions, and provides that 50% of the Entry Premium Shares are returnable to the Company if the acquisition of CM fails to close as a result of VisionWave’s willful breach of specified covenants, its failure to deliver the share consideration to CM’s shareholder, or a fundamental failure of its title to the rights it contributed. Haggai Ravid, Executive Director and a member of the Company’s board of directors, is also a member of the board of directors of VisionWave and has been designated by the Company as one of its managers of CMJV.

The JV Agreement and the related transactions were approved by the Company’s board of directors, with the directors other than Mr. Ravid approving the transactions following disclosure of Mr. Ravid’s relationship with VisionWave. 1 to this Current Report on Form 8-K and is incorporated herein by reference.

The representations, warranties and covenants contained in the JV Agreement were made solely for purposes of that agreement and as of specific dates, were solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality that differ from those applicable to investors. Investors should not rely on those representations, warranties and covenants as characterizations of the actual state of facts or condition of the Company, VisionWave, CMJV or CM.