Browse EX-10 agreements

NOTE PURCHASE AGREEMENT

(Principal Amount: $500,000)

THIS NOTE PURCHASE AGREEMENT(this "Agreement") is entered into on August 13, 2026 (the "Execution Date") by and between Stewards, Inc., a Nevada corporation (the "Company"), and Glen Steward, an individual and a director of the Company (the "Investor").

RECITALS

A. On July 24, 2026 (the "Funding Date"), the Investor advanced $500,000.00 in cleared funds to the Company. The Company accepted and used those funds for closing costs on the 1818 Park refinancing (the "Advance").

B. The parties now wish to document the Advance through the Company's issuance of one Unsecured Convertible Promissory Note in the principal amount of $500,000.00, bearing simple interest at 8% per annum from the Funding Date on an actual/365 basis, with no default interest or increase in the interest rate upon an Event of Default, and automatically converting, with accrued interest, into Common Stock at $3.00 per share on January 20, 2027, which is 180 calendar days after the Funding Date.

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Exhibit 10.3

PREMISES PURCHASE AGREEMENT

THIS PREMISES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 26th day of May, 2026 (the “Effective Date”), by and between IIP-NY 2 LLC, a Delaware limited liability company (“Seller”), and 256 COUNTY ROUTE 117 PERTH LLC, a Delaware limited liability company (“Buyer”).

R E C I T A L S

A.            WHEREAS, Seller is the owner of the Property (defined below), which consists principally of a cannabis cultivation and processing facility, located in the Town of Perth, Fulton County, State of New York, having a street address of 256 County Route 117, Perth, New York.

B.            Buyer desires to purchase the Property from Seller, and Seller desires to sell the Property to Buyer, on the terms and conditions hereinafter documented.

NOW, THEREFORE, in consideration of the mutual undertakings of the parties hereto, it is hereby agreed as follows:

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Exhibit 10.7

**MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, **

FINANCING STATEMENT AND FIXTURE FILING

By

**256 COUNTY ROUTE 117 PERTH LLC, as mortgagor **

(“Mortgagor”)

in favor of

**CHICAGO ATLANTIC FINANCIAL SERVICES, LLC, **

in its capacity as Administrative Agent, as mortgagee**
****(“Mortgagee”)**

Dated: May 22, 2026
County: Fulton
Tax/Map ID: 164-5-1 (Parcel One)
Block 5, Lot 5 (Parcel Two)
Premises: 234 and 256 County Route 117, Perth, NY 12095

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TABLE OF CONTENTS

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Exhibit 10.6

SUBORDINATED PROMISSORY NOTE

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$41,000,000.00	May 22, 2026 Chicago, Illinois

FOR VALUE RECEIVED, 256 COUNTY ROUTE 117 PERTH LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Borrower”), as maker, having an address at c/o Vireo Growth Inc., 207 South 9th Street, Minneapolis, Minnesota 55402, hereby UNCONDITIONALLY PROMISES TO PAY in lawful money of the United States of America and in immediately available funds, TO THE ORDER OF CHICAGO ATLANTIC LINCOLN, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”), as payee, at Lender’s address at 420 N Wabash Avenue, Suite 500, Chicago, Illinois 60611, or at such other place as Lender may from time to time designate in writing, the principal sum of FORTY-ONE MILLION AND NO/100 DOLLARS ($41,000,000.00) (the “Loan”), together with all accrued interest thereon as provided in this Subordinated Pro

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PROMISSORY NOTE

$49,000,000.00	May 26, 2026
	Perth, New York

FOR VALUE RECEIVED, in connection with that certain loan (the “Loan”) of even date herewith, 256 COUNTY ROUTE 117 PERTH LLC, a Delaware limited liability company, as maker, having an address at c/o Vireo Growth Inc., 207 South 9th Street, Minneapolis, Minnesota 55402 (together with its successors and permitted assigns, the “Borrower”), hereby UNCONDITIONALLY PROMISES TO PAY in lawful money of the United States of America and in immediately available funds, TO THE ORDER OF IIP-NY 2 LLC, a Delaware limited liability company (together with its successors and assigns, the “Lender”), as payee, at Lender’s address at 11440 West Bernardo Ct, Suite 100, San Diego, CA 92127, or at such other place as Lender may from time to time designate in writing, the principal sum of Forty-Nine Million and No/100 DOLLARS ($49,000,000.00), together with all accrued interest thereon as provided in this Promissory Not

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*MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT,***
**FINANCING STATEMENT, AND FIXTURE FILING

By

**256 COUNTY ROUTE 117 PERTH LLC, as mortgagor **

(“Mortgagor”)

in favor of

**IIP-NY 2 LLC, as mortgagee **

(“Mortgagee”)

County: Fulton 

Premises: 256 County Route 117, Perth, NY 12095

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TABLE OF CONTENTS

Page

ARTICLE I GRANT OF SECURITY INTERESTS AND OBLIGATIONS SECURED	2
Section 1.01 Grant to Mortgagee	2
Section 1.02 Obligations Secured; Incorporation by Reference	4
Section 1.03 Mortgage as Security Agreement and Financing Statement	4
Section 1.04 Mortgage as Fixture Filing	4

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EXECUTIVE EMPLOYMENT AGREEMENT — ASPIRA WOMEN'S HEALTH INC. / JOHN STRAHLEY

EXECUTIVE EMPLOYMENT AGREEMENT

Chief Financial Officer and Chief Accounting Officer

Aspira Women's Health Inc.

This Executive Employment Agreement (this "Agreement") is entered into on April 26, 2026, by and between Aspira Women's Health Inc., a Delaware corporation (the "Company"), and John Strahley (the "Executive"), and shall be effective as of April 27, 2026 (the "Effective Date"). The Company and the Executive are sometimes referred to herein individually as a "Party" and collectively as the **"Parties." **

The Parties agree as follows:

1. Position and Duties

1.1 **Title.**The Company hereby employs the Executive as its Chief Financial Officer and Chief Accounting Officer (together, the "CFO/CAO"). The Executive accepts such employment on the terms and conditions set forth herein.

1.2 **Reporting.**The Executive shall report directly to the Chief Executive Officer of the Company.

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Amended and Restated Executive Employment Agreement

This Amended and Restated Executive Employment Agreement (the “Agreement”) is made and entered into as of June 11, 2026 (the “Restatement Date”), by and between Matt Davidson (“Executive”) and Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

** **

WHEREAS, Executive was party to that certain Executive Employment Agreement (the “Original Agreement”), dated as of June 4, 2026, between Executive and Azora Therapeutics, Inc., a Delaware corporation (“Azora”);

** **

WHEREAS, the Original Agreement became effective as of a moment in time before the consummation of the merger (“Transaction”) contemplated by that certain Agreement and Plan of Merger (“Merger Agreement”) between the Company, Azora, and certain other parties, dated June 11, 2026;

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		4870 Sadler Road, Ste 300 Glen Allen, VA 23060 USA +1.804.487.8196 www.adialpharma.com

August 11, 2026

***VIA EMAIL ***

Tony Goodman

togood464@gmail.com

Re: Notice of Termination of Employment

Dear Tony,

This letter serves as formal notice that your employment with Adial Pharmaceuticals, Inc. (the “Company”) is being terminated by the Company without Cause effective August 11, 2026 (the “Termination Date”).

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Adial Pharmaceuticals, Inc.

Stock Option Grant Notice

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Adial Pharmaceuticals, Inc. (the “Company”) has granted to you (the “Participant”) an option to purchase the number of shares of the Company Stock (referred to herein as “Common Stock”) set forth below (the “Option”).  The Option is granted upon the terms, and subject to the conditions, set forth in this Grant Notice and the Option Agreement as attached hereto (the “Terms and Conditions”), each hereby incorporated herein by this reference and each as amended from time to time. The Option is a stand-alone award separate and apart from and outside of, the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan (the “Plan”) that is intended to constitute a non-plan based “inducement grant” as described in Nasdaq Listing Rule 5635(c)(4) and shall not constitute an Option granted under the Plan. Notwithstanding the foregoing, the terms, conditions, and definitions set forth in the Plan shall apply to the Option as though the Option had been granted under the Plan (includi

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AMENDMENT NO. 1

TO

SECURITIES PURCHASE AGREEMENT

This Amendment No. 1 to Securities Purchase Agreement (this “Amendment”) is entered into as of August 12, 2026, by and among Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the Persons listed on the signature pages hereto (each, an “Investor” and together, the “Investors”).

RECITALS

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WHEREAS, the Company and each of the Persons listed on Exhibit A attached thereto entered into that certain Securities Purchase Agreement, dated as of June 11, 2026 (the “Agreement”);

** **

WHEREAS, Section 8.16 of the Agreement provides that no amendment, modification, alteration, waiver or change in any of the terms of the Agreement shall be valid or binding unless made in writing and duly executed by the Company and a Majority in Interest of the Investors;

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Adial Pharmaceuticals, Inc.

**Restricted Stock Unit Grant Notice

**

Adial Pharmaceuticals, Inc. (the “Company”) has granted to you (the “Participant”) a restricted stock unit award covering the number of shares of Company Stock set forth below (the “RSU Award”).  The RSU Award is granted upon the terms, and subject to the conditions, set forth in this Grant Notice and the Inducement Restricted Stock Unit Agreement as attached hereto (the “Terms and Conditions”), each hereby incorporated herein by this reference and each as amended from time to time. The RSU Award is a stand-alone award separate and apart from and outside of, the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan (the “Plan”) that is intended to constitute a non-plan based “inducement grant” as described in Nasdaq Listing Rule 5635(c)(4) and shall not constitute an award granted under the Plan. Notwithstanding the foregoing, the terms, conditions, and definitions set forth in the Plan shall apply to the RSU Award as though the RSU Award had been granted under the

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