Browse EX-10 agreements

August 17, 2025

VIA E-MAIL

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David Denker

RE: Vice-President of Franchise Development

Dear David:

We are pleased to offer you the position of Vice-President of Franchise Development of Rocky Mountain Chocolate Factory, Inc. (“Company’’) with an anticipated start date on September 1, 2025 (“Start Date”). You will perform those duties and responsibilities as are customary for your position as Vice-President of Franchise Development, as may be directed by the Company’s Chief Executive Officer, to whom you will report.

**Base Salary. **Your annual base salary will be $165,000, which will be payable in accordance with the Company’s normal payroll procedures.

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Amendment to Offer of Employment

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David Denker

Original Offer of Employment Dated August 17, 2025

This Amendment to the Offer of Employment is effective as of August 16, 2026, and modifies the Offer of Employment between Rocky Mountain Chocolate Factory, Inc. (the “Company”) and David Denker.

Position

Effective August 16, 2026, Mr. Denker’s position is changed from Vice President of Franchise Development to Chief Operating Officer of Rocky Mountain Chocolate Factory, Inc.

Base Salary

The Base Salary provision of the Offer of Employment is hereby deleted in its entirety and replaced with the following:

Base Salary. Your annual base salary will be $185,000, payable in accordance with the Company’s normal payroll practices and procedures.

Continuing Effect

Except as expressly amended by this Amendment, all other terms and conditions of the Offer of Employment dated August 17, 2025, shall remain unchanged and in full force and effect.

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** Exhibit 10.1**

FORM OF SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of [__________], between Expion Energy, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 promulgated 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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** Exhibit 10.5**

[Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain information marked with “[***]” has been omitted as it is (i) not material and (ii) is customarily and actually treated as private or confidential by the registrant.]

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of August 21, 2026 and made effective as of August 24, 2026 (the “Effective Date”), by and between Expion Energy, Inc., a Nevada corporation with its principal place of business at 2025 SW Deerhound Avenue, Redmond, OR (the “Company”), and Kevin Sellers (“Executive”).

RECITALS

WHEREAS, the Company desires to retain Executive as the Chief Executive Officer of the Company; and

WHEREAS, the Company and Executive desire to set forth the terms of Executive’s employment as Chief Executive Officer.

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FORM OF REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of [___________], between Expion Energy, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser hereby agrees 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” shall have the meaning set forth in Section 6(c).

“Conversion Shares” shall have the respective meanings set forth in the Debentures and the Certificate of Designation of the Preferred Stock, as applicable.

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**[Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain information marked with “[***]” has been omitted as it is (i) not material and (ii) is customarily and actually treated as private or confidential by the registrant.] **

[***]

Exploration Agreement

by and between

Expion Energy, Inc.,

[***], and

[***]

Effective as of August 21, 2026

TABLE OF CONTENTS

Page

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[Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain information marked with “[***]” has been omitted as it is (i) not material and (ii) is customarily and actually treated as private or confidential by the registrant.]

MEMBERSHIP INTEREST PURCHASE AGREEMENT

between

[***]

as the “Sellers”

and

EXPION ENERGY, INC.,

as the “Buyer”

dated as of

August 21, 2026

TABLE OF CONTENTS

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 21, 2026, between Jupiter Neurosciences, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below) as to the Shares (as defined below), the Pre-Funded Warrants (as defined below) and the Warrant Shares (as defined below), 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.

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LUCOSKY = ---- BROOKMAN LUC OS KY BROO KMAN LLP 101Wood Avenue South 5th Floor Woodbridge , NJ 08830 T - (732) 395 - 4400 F - (732) 395 - - 4401 August 14 , 2026 Adia Nutrition , Inc . 1561 West Fairbanks Ave, Suite 205 Winter Park, FL 32789 Att e ntion: Larry Powalisz, CEO Re: Engagement Letter for Adia Med, Inc. lllBroadway Suite807 New York , NY 10006 T - (2 12) 417 - 8160 F - (2 1 2) 417 - 8161 www.lucbro.com Dear Mr . Powalisz : Thank you for selecting Lucosky Brookman LLP (the " Firm") to represent Adia Nutrition , Inc . (the " Client" or the " Company " ) . This engagement letter (this "Agreement " ) explains the scope of legal services to be provided , the fees and expenses to be charged and our billing practices . Uplist and Bridge Financing Services . You have engaged the Firm to act as counsel for the Client with respect to your uplisting from the OTC Markets to the NASDAQ Capital Market or a similar senior exchange and the Client's contemplated bridge financing transaction (the " Bridge Financing " ) , including , but not limited to (a) the preparation and / or review and

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SHAREHOLDERS AGREEMENT

AMONG

**MARTIN MARIETTA MATERIALS, INC., **

LNA HOLDING SRL

AND

FINANCIÈRE DE GESTIONS INTERNATIONALES

DATED AS OF

August 21, 2026

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TABLE OF CONTENTS

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Section 1.	Definitions		1

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REGISTRATION RIGHTS AGREEMENT

BY AND BETWEEN

MARTIN MARIETTA MATERIALS, INC.

AND

LNA HOLDING SRL

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Dated as of August 21, 2026

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TABLE OF CONTENTS

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Reference is made to that certain Credit Agreement and Guaranty, dated as of April 19, 2022, by and among BioXcel Therapeutics, Inc., the lenders party thereto and Oaktree Fund Administration, LLC, as administrative agent, as amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”). Capitalized terms used in this email and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Each of the Lenders hereby agree to amend and restate Section 4(a) of the Eleventh Amendment in its entirety as set forth below, effective as of the date hereof:

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