Material Agreement (Form 8-K)

Amendment and Restatement of Private Placement

Original Private Placement Transaction

As previously reported, on August 21, 2026, Expion Energy, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with the purchasers identified on the signature pages thereto (the "Purchasers") pursuant to which the Company issued and sold to the Purchasers (i) 8% Convertible Debentures Due August 21, 2029 in the aggregate principal amount of $9,000,000 (the "Convertible Debentures"), which originally would have automatically converted into 9,000 shares of a series of preferred stock (the "Preferred Stock") to be designated the Series A-1 8% Convertible Preferred Stock (the "Series A-1 Preferred Stock") upon receiving stockholder approval of, and filing, a certificate of designation with the Nevada Secretary of State, and (ii) Common Stock Purchase Warrants (the "Warrants") to purchase up to 2,117,219 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"). The Series A-1 Preferred Stock would have subsequently been convertible into shares of Common Stock on the terms set forth in the certificate of designation that was subject to stockholder approval.

Pursuant to the original Purchase Agreement, subject to receiving stockholder approval, and the filing of an applicable certificate of designation with the Nevada Secretary of State, the Purchasers would have been able to also elect to purchase additional shares of Preferred Stock (the "AIR Preferred Stock") with an aggregate stated value of up to $91,000,000, representing 91,000 additional shares of AIR Preferred Stock, at any time within 18 months following the effective date defined in the original Purchase Agreement. Such AIR Preferred Stock would have had substantially similar terms to the Series A-1 Preferred Stock issuable upon conversion of the Convertible Debentures.

Amendment and Restatement of Private Placement Transaction Documents

On October 22, 2026, the Company and the Purchasers entered into an amendment and restatement of the Purchase Agreement ("Amended and Restated Purchase Agreement"), and an amendment and restatement of the Convertible Debentures (the "Amended and Restated Convertible Debentures"), such that the Amended and Restated Convertible Debentures are now convertible into shares of Common Stock at an initial conversion price of $4.25 (subject to adjustment as described therein), which is equal to what the initial conversion price of the Series A-1 Preferred Stock would have been. The Company also amended and restated the Warrants (the "Amended and Restated Warrants") and the Registration Rights Agreement (the "Amended and Restated Registration Rights Agreement"). In addition, pursuant to the Amended and Restated Purchase Agreement, instead of AIR Preferred Stock, the Purchasers may now elect to purchase, at any time within 18 months following the effective date defined in the Amended and Restated Purchase Agreement, additional Amended and Restated Convertible Debentures (the "AIR Convertible Debentures") up to an aggregate principal amount of $91,000,000, which shall be convertible into shares of Common Stock (the "Additional Investment Right"). At each additional closing of the sale of AIR Convertible Debentures pursuant to an exercise of the Additional Investment Right, the AIR Convertible Debentures will be issued with substantially similar terms to the Amended and Restated Convertible Debentures, but in each case with a different original issuance date, maturity date and conversion price, and not including any provision permitting or requiring conversion at a price below the Floor Price (as defined below).

The foregoing transactions are collectively referred to as the "Private Placement". Unless specifically defined herein, or unless the context requires otherwise, capitalized terms used herein have the meanings set forth in the Amended and Restated Purchase Agreement.

Five Narrow Lane, LP ("FNL") was the lead Purchaser in the Private Placement. The Company's former Chief Executive Officer and Chairman of the Board, Joseph Hammer, serves as a managing member of the general partner of FNL and may be deemed to share voting and dispositive power over the shares of Common Stock issuable upon conversion of the Amended and Restated Convertible Debentures and AIR Convertible Debentures, and upon exercise of the Amended and Restated Warrants. The Private Placement (including the Amended and Restated Purchase Agreement, Amended and Restated Convertible Debentures, Amended and Restated Warrants and Amended and Restated Registration Rights Agreement) was approved by the disinterested members of the Company's board of directors.