ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT





Brand Ambassador Agreement

On February 3, 2023, GPO Plus, Inc. (the "Company") entered in a Brand Ambassador Agreement (the "Agreement") and, William Ray Norwood Jr. aka "Ray J" f/s/o 17, INC. and Byron Booker f/s/o LOOKHU, INC. the "Consultant" or "Consultants"). The term of the Agreement is two years with automatic one year renewal periods unless terminated by either party.

Scope of Services. During the term of the Agreement, the Consultant shall serve as the Company's advisor, spokesperson, celebrity endorser and brand ambassador to provide the services customarily associated with such roles for a similar company that develops and manufactures specialty products, distribution, and specialty retail industry, specifically with smoke and vape shops with Company's THE feel good SHOP (collectively, the "Services"). The Services will be on-camera and off-camera, taped, filmed or recorded in such manner and by such process or device as Company may determine, and will be rendered in accordance with Company's reasonable direction. This includes social media content, videos, clips, images and other content typically shared on social media.

Compensation. In consideration for the Services to be rendered by Consultant, the Company shall grant to Consultant a total of Seven Hundred Fifty Thousand (750,000) restricted shares of the Company's common stock to be issued to Consultants as follows;

(i) upon signing this Agreement, each Consultant will promptly receive Ninety-three Thousand Seven Hundred Fifty (93,750) restricted shares of common stock, which shall vest immediately and be issued to them or their designee, for which they will perform Services for a minimum of 90 days; and

(ii) for each additional quarterly extension that is completed after the Effective Date, unless the Agreement is earlier terminated pursuant, each Consultant will receive an additional Ninety-three Thousand Seven Hundred Fifty (93,750) restricted shares which shall vest immediately upon the completion of the Services for the quarterly Term.

The Agreement, which is filed herewith as Exhibit 10.1, should be reviewed in its entirety for additional information. The Company has issued a press release relating to the foregoing, a copy of which is attached as Exhibit 99.1 to this Current Report.






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Item 9.01 - Financial Statements and Exhibits

Exhibit No. Description of Exhibit



  10.1          Brand Ambassador Agreement

  99.1          Press Release





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