Browse EX-10 agreements

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[Execution Copy]

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CONFIDENTIAL

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ASSET PURCHASE AGREEMENT

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by and among

GPO PLUS, INC., as Purchaser

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CLEARLINE APPS, LLC, as Acquisition Subsidiary

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and

SURGEPAYS, INC., as Seller

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Dated as of September 7, 2026

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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

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[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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Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the Registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”.

**GRAND PORT MARITIME DE DUNKERQUE **

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**WESTERN PORT **

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**Amendment No. 2 to the **

**Protocol of Agreement **

Promise to enter into Construction Lease(s)

dated August 30, 2023

**PROLOGIUM **

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DLI N°1002970

Between the undersigned:

GRAND PORT MARITIME DE DUNKERQUE, having its registered office at DUNKERQUE (59140), Terre-Plein Guillain.

Hereinafter referred to as “DUNKERQUE-PORT”.

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EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is entered into effective as of June 1, 2026 (the "Effective Date"), by and between SUN, a Wyoming corporation with its principal executive offices at 10 Lily Pond Lane, East Hampton, New York 11937, USA (the "Company"), and Andrew MacLeod (the "Executive").

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1. Position and Duties

The Company employs the Executive as its Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, and Treasurer. The Executive shall perform the duties and responsibilities customarily associated with such positions and such other duties reasonably assigned by the Company's Board of Directors or Chief Executive Officer. The Executive shall perform his duties faithfully and in the best interests of the Company.

2. Commencement and Continuous Employment

The Executive's employment with the Company commenced on June 1, 2026. For purposes of statutory continuous employment in the United Kingdom, the Executive's continuous employment date is June 1, 2026.

3. Place of Work

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EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is entered into effective as of June 1, 2026 (the "Effective Date"), by and between SUN, a Wyoming corporation with its principal executive offices at 10 Lily Pond Lane, East Hampton, New York 11937, USA (the "Company"), and Robert Givens (the "Executive").

1. Position and Duties

The Company employs the Executive as its Secretary. The Executive shall perform the duties and responsibilities customarily associated with the office of Secretary, including appropriate administrative, corporate recordkeeping, notice, and governance-support functions, together with such other duties reasonably assigned by the Company's Board of Directors or Chief Executive Officer. The Executive shall perform his duties faithfully and in the best interests of the Company.

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2. Commencement and Continuous Employment

The Executive's employment with the Company commenced on June 1, 2026. For purposes of statutory continuous employment in the United Kingdom, the Executive's continuous employment date is June 1, 2026.

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MASTER SERVICES AND DIGITAL PLATFORM AGREEMENT

Effective Date: 1 July 2026

PARTIES:

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	1.	SUN, a corporation organized and existing under the laws of the State of Wyoming, having its principal place of business at 10 Lily Pond Lane, East Hampton, New York 11937, USA ("SUN"); and

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Exhibit 10.1

Kyle Standring Polischuk

Chief Human Recources Officer

Genesco Inc.

535MarriottDrive,

Nashville,Tennessee37214

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted information is indicated by [*].

August 5, 2026

Parag D. Desai

[*]

[*]

[*]

Dear Parag:

This will memorialize our agreement regarding your change in role, as well as your future retirement from Genesco Inc. (the “Company”).

This letter outlines both parties' mutual understanding regarding compensation and equity treatment during the transition period and following retirement. This letter agreement (the “Agreement”) is intended to ensure that compensation related to services already performed, transition responsibilities requested by the Company, and outstanding incentive awards is administered consistently with the parties’ agreement and the applicable compensation programs.

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THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: Up to $300,000	Dated as of May 21st, 2026

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FORM OF REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of __________, 2026, is made and entered into by and among Allarity Acquisition Corp., a Cayman Islands exempted company (the “Company”), ALLR Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and Maxim Group LLC, a Delaware limited liability company (“Maxim”) (each such party, together with the Sponsor and Maxim, any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Sponsor owns 3,833,333 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), up to 500,000 of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option is exercised;

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FORM OF LETTER AGREEMENT

____________, 2026

Allarity Acquisition Corp.

123 E Tarpon Ave,

Tarpon Springs, FL 34689

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Allarity Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Un

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Allarity Acquisition Corp

123 E Tarpon Ave

Tarpon Springs, FL 36489

May 21st, 2026

ALLR Sponsor LLC

123 E Tarpon Ave

Tarpon Springs, FL 36489

Ladies and Gentlemen:

Allarity Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer ALLR Sponsor LLC, a Delaware limited liability company (the “Subscriber”) has made to purchase 3,833,333 of the Company’s Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 500,000 of which are subject to complete or partial forfeiture by the Subscriber if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:

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