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June 12, 2026

Ravi Thanawala Dear Ravi,

We are pleased to offer you a position with American Eagle Outfitters, Inc. or one of its subsidiaries or affiliates (collectively, the "Company") in New York, NY. This letter confirms the terms of the Company's offer with respect to your planned employment.

You will join the Company as Executive Vice President - Chief Financial Officer, reporting to Jay Schottenstein, Chief Executive Officer. In this capacity, you will be designated as the Company’s Principal Financial Officer for purposes of applicable federal securities laws and SEC regulations. Your duties will include executing all required officer certifications and SEC filings. You also will be designated as an Executive Officer of the Company under Rule 3b-7 of the Exchange Act, and your compensation will be disclosed as required for Named Executive Officers under applicable SEC rules. In this capacity, you will be subject to the reporting requirements and trading restrictions of Section 16 of the Exchange Act. The Company agrees to provide reasonable administrative assistance with y

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TRANSITION AGREEMENT

This Transition Agreement (this “Agreement”) is made as of June 29, 2026, by and between American Eagle Outfitters, Inc. (the “Company”) and Michael Mathias (“Executive”).

WHEREAS, Executive is currently employed by the Company as its Executive Vice President and Chief Financial Officer;

WHEREAS, the Company and Executive have agreed that, effective as of August 3, 2026 (the “Effective Date”), Executive will resign as Executive Vice President and Chief Financial Officer and from all other officer positions and will remain employed by the Company in the role of Strategic Advisor to the Chief Executive Officer during the Transition Period (as defined below); and

WHEREAS, upon the expiration of the Transition Period, Executive will retire from the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the parties agree as follows:

1.

Transition Period; Position; Duties.

a.

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CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT, dated as of the 12th day of June, 2026, is made by and between American Eagle Outfitters, Inc., a Delaware corporation (the “Company”) and the executive listed on the signature page (the “Executive”).

WHEREAS, the Company desires to assure continuity of management and fair treatment of its executives in the event of a possible Change in Control (as defined below) transaction; and

WHEREAS, the Company recognizes that its executives may be involved in evaluating or negotiating any offers, proposals or other transactions which could result in a Change in Control of the Company and believes that it is in the best interest of the Company and its stockholders for such executives to be in a position to be able to assess objectively and pursue aggressively the interests of the Company’s stockholders in making these evaluations and carrying on such negotiations; and

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SHOE STATION GROUP, INC.

EMPLOYEE STOCK PURCHASE PLAN

(As Amended Effective June 12, 2026)

SECTION 1. DESIGNATION AND PURPOSE OF PLAN.The name of this Plan is the Shoe Station Group, Inc. Employee Stock Purchase Plan. The Plan was amended and restated in 1997, and the restated Plan was approved by the shareholders on June 11, 1997. The Plan is hereby amended and restated, effective June 12, 2026 (the "Amendment Effective Date"), to make changes that do not require shareholder approval. The purpose of the Plan is to provide incentives, through the ownership of Company common stock, for employees to enhance Company performance through their services. The Plan is intended to comply, and should be interpreted where possible to comply, with the terms of Code section 423.

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SHOE STATION GROUP, INC.

AMENDED AND RESTATED

2017 EQUITY INCENTIVE PLAN

(As amended and restated effective June 20, 2023)

(As Amended effective November 1, 2024 and effective June 12, 2026)

1. General.

(a) Purpose. The purpose of the Shoe Station Group, Inc. Amended and Restated 2017 Equity Incentive Plan (as amended and restated, the “Plan”) is to attract and retain the best available personnel for positions of responsibility with the Company, to provide additional incentives to them and align their interests with those of the Company’s shareholders, and to thereby promote the Company’s long-term business success.

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SHOE STATION GROUP, INC. AMENDED AND RESTATED EXECUTIVE
INCENTIVE COMPENSATION PLAN
(As amended effective June 12, 2026)

Section 1. Purpose of Plan

The purpose of the Plan is to promote the success of the Company by providing to participating executives of the Company performance-based bonus incentives.

Section 2. Definitions and Terms

2.1Accounting Terms.Except as otherwise expressly provided or the context otherwise requires, financial and accounting terms are used as defined for purposes of, and shall be determined in accordance with, generally accepted accounting principles, as from time to time in effect in the United States of America, as applied and reflected in the consolidated financial statements of the Company, prepared in the ordinary course of business.

2.2Specific Terms.The following words and phrases as used herein shall have the following meanings unless a different meaning is plainly required by the context:

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**STARK FOCUS GROUP, INC. **

EQUITY INCENTIVE PLAN

**ARTICLE I **

PURPOSE

The purpose of this Stark Focus Group, Inc. Equity Incentive Plan (the “Plan”) is to benefit Stark Focus Group, Inc., a Nevada corporation (the “Company”) and its stockholders, by assisting the Company and its subsidiaries to attract, retain and provide incentives to key management employees, directors, and consultants of the Company and its Affiliates, and to align the interests of such service providers with those of the Company’s stockholders. Accordingly, the Plan provides for the granting of Non-qualified Stock Options, Incentive Stock Options, Restricted Stock Awards, Restricted Stock Unit Awards, Stock Appreciation Rights, Performance Stock Awards, Performance Unit Awards, Unrestricted Stock Awards, Distribution Equivalent Rights or any combination of the foregoing.

ARTICLE II
DEFINITIONS

The following definitions shall be applicable throughout the Plan unless the context otherwise requires:

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*** ***

[Execution Copy]

* *

CONFIDENTIAL

** **

ASSET PURCHASE AGREEMENT

** **

by and among

GPO PLUS, INC., as Purchaser

** **

CLEARLINE APPS, LLC, as Acquisition Subsidiary

** **

and

SURGEPAYS, INC., as Seller

** **

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Dated as of September 7, 2026

1

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ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of September 7, 2026, by and among GPO Plus, Inc., a Nevada corporation (“GPOX” or “Purchaser”), ClearLine Apps, LLC, a Nevada limited liability company wholly owned by GPOX (“Acquisition Subsidiary”), and SurgePays, Inc., a Nevada corporation (“SURG” or “Seller”).

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[Execution Version]

CONFIDENTIAL

PUT OPTION AGREEMENT

by and between

SURGEPAYS, INC., as Holder

and

EMERALD SHOALS TARGETED OPPORTUNITIES FUND LP, as Fund

Acknowledged by GPOX

Dated as of September 7, 2026

1

[Execution Version]

PUT OPTION AGREEMENT (this “Agreement”) is made as of September 7, 2026, by and between SurgePays, Inc., a Nevada corporation (“Holder”), and Emerald Shoals Targeted Opportunities Fund LP, an Ohio limited partnership (“Fund”), and is acknowledged by GPO Plus, Inc., a Nevada corporation (“GPOX”), solely as expressly provided herein.

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Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. Redacted information is indicated by [***]

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “Agreement”) is entered into as of the Effective Date between BLUE RIDGE COMMERCE CENTER WEST LLC, a Delaware limited liability company (“Seller”), and APPLIED OPTOELECTRONICS, INC., a Delaware corporation (“Purchaser”).

For good and valuable consideration, the receipt and sufficiency of which are acknowledged by Seller and Purchaser, Seller agrees to sell, and Purchaser desires to purchase, the Property described below, for the Purchase Price and upon the terms and conditions set forth below:

1. Certain Definitions and Fundamental Provisions.

1.1. “Closing Date” means the Effective Date.

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