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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Signing Bonus. Subject to the terms and conditions set forth in this letter, you will receive a signing bonus of $15,000 payable on the first payroll date following your first 90 days of employment (the **“Signing Bonus”). **By accepting this Signing Bonus as part of your employment package, you agree that in the event you separate from your employment with the Company without Good Reason or the Company terminates your employment for Cause, in either case on or before September 1, 2026, you will be obligated to repay, and that you will repay, to the Company the full amount of the Signing Bonus previously paid on your behalf. You acknowledge the Signing Bonus will be included in your gross income as wages and subject to withholding of all applicable taxes.

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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.

WHEREAS, effective as of the date hereof, the Company has entered into an Exploration Agreement (the “Exploration Agreement”) with [***] [(“Target”)], and the other parties thereto, which governs the parties’ respective rights and obligations with respect to the Prospect, with the intent of facilitating the testing of the formation within the AMI (capitalized terms used and not defined herein have the meanings given to them in the Exploration Agreement).

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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

AGREEMENT	7
A.   Definitions	9
B.   Provision of Leasing Services; ORRI ENTITLEMENTS; TERM	6
1.   Services Provided	9
2.   Total Lease Costs	10
3.   Timely Payment of Total Lease Costs	10
4.   Provision of Leasing Updates	10
5.   Leasing Priority	10
6.   ORRI Entitlement – Previous Leases	10
7.   ORRI Entitlement – New Leases	10
8.   Term of This Agreement	11
C.   mandatory well operation; leasing objectives	11

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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

ARTICLE I PURCHASE AND SALE	5
Section 1.01 Purchase and Sale.	5
Section 1.02 Purchase Price.	5
Section 1.03 Adjusted Purchase Price.	5
Section 1.04 Buyer Liabilities and Retained Liabilities.	6
ARTICLE II CLOSING	7
Section 2.01 Closing.	7
Section 2.02 Seller Closing Deliverables.	7
Section 2.03 Buyer's Deliveries.	8
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER	8
Section 3.01 Organization and Authority of Sellers.	8

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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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** 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

1.1       Definitions. In addition to the terms defined elsewhere in this Agreement the following terms have the meanings set forth in this Section 1.1:

“Acquiring Person” shall have the meaning ascribed to such term in Section 4.7.

“Action” shall have the meaning ascribed to such term in Section 3.1(j).

“Additional Closing” means each closing of the purchase and sale of Additional Shares pursuant to an exercise of the Additional Investment Right under Section 4.17.

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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.

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

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

“Acquiring Person” shall have the meaning ascribed to such term in Section 4.5.

“Action” shall have the meaning ascribed to such term in Section 3.1(j).

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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 filing of a registration statement on Form S - 1 (the "Registration Statement") with the Securities & E x change Commission (the " SEC") ; (b) conducting any necessary due diligence on the Client related to the Registration Statement and the Bridge Financing ; (c) preparation and filing of any responses to SEC comments and filing of any amendments related to the Registration Statement following a limited or partial review ; (d) preparation and filing of the Company's application for listing of

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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

Page

1.		Shelf and Demand Registrations	1
2.		Restrictions on Registration	4
3.		Piggyback Registrations	5
4.		Holdback Agreement	7
5.		Registration Procedures	7
6.		Registration Expenses	12
7.		Indemnification	12
8.		Participation in Underwritten Registrations	15
9.		Rule 144 and 144A Reporting	15
10.		Term	16
11.		Governing Law, Consent to Jurisdiction, Waiver of Jury Trial	16

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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

			Page
Section 1.	Definitions		1
Section 2.	Transfers		6
	2.1.	Transfer Restrictions	6

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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:

Transaction Milestone. On or prior to August 28, 2026, the Obligors shall have entered into definitive agreements with respect to one or more transactions, in form and substance acceptable to the Majority Lenders in their sole discretion, that (A) would result in the indefeasible payment in full in cash of all Obligations under the Loan Documents or (B) is an alternative capital solutions transaction on terms and conditions acceptable to the Majority Lenders in all respects, in their sole and absolute discretion, including, in each case, with respect to the certainty and timing of closing and the likelihood of obtaining any required shareholder, regulatory, court or other approvals, as applicable (any such transaction, an “Acceptable Transaction”).

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

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**Certain Confidential Information Contained in this Document, Marked by Brackets, has been Omitted Because it is Both (I) Not Material and (II) the Registrant Customarily and Actually Treats the Information as Private and Confidential. **

ASSET PURCHASE AND SALE AGREEMENT

BY AND AMONG

REGER OIL, INC.

AS SELLER,

CALLAN POWER LLC

AS BUYER, and

CALLAN JMB INC.

EXHIBITS

Exhibit A —	Assets
Exhibit B —	Form of Series A Perpetual Convertible Preferred Stock Certificate of Designation of Preferences, Rights and Limitations

SCHEDULES

2.1(a)-1 (Leases)

2.1(a)-2 (Wells)

2.1(a)-3 (DSUs)

2.1(c) (Contracts)

2.1(h) (Records)

2.2 (Excluded Assets)

2.3 (Retained Liabilities)

3.2 (Allocation)

8.4 (Authorization for Expenditures)

8.5 (Contractual Restrictions)

8.6 (Litigation)

8.7 (Permits)

8.8 (Taxes)

8.9 (Environmental Matters)

8.10 (Preferential Purchase Rights)

8.11 (Material Contracts)

8.14 (Compliance with Laws)

8.16 (Certain Financial Obligations)

8.17 (Inactive Wells)

8.20 (Consents)

8.22 (Insurance)

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