ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT





Brand Ambassador Agreement

On March 5, 2023, GPO Plus, Inc. (the "Company") entered in a Scan Based Trading Agreement (the "Agreement") with BW Gas & Convenience Retail, LLC, d/b/a Yesway and Allsup's ("Yesway"). Under the Agreement, the Company will supply designated CBD beverages, snacks, vape products, and other consumer items to Allsup and Yesway convenience stores. The products will be supplied to these convenience stores on a consignment basis, with all products remaining the property of the Company until purchased by a retail customer. Yesway will collect and forward all product sales data based on scanned retail sales of the products in its stores. Upon receipt of the the scan-based sales data from Yesway, the Company will invoice Yesway for payment based on the product pricing as set forth in the Agreement. Payment from Yesway for the products sold will be due within 30 days of invoicing.

Under the Agreement, the Company will be responsible for delivering, stocking, merchandising, rotating, and marketing the products, which will be placed within a designated fixture or floor space within each store. to be place in Yesway and Allsup stores. Although the product prices to be paid to the Company upon sale of each product are fixed as set forth in the Agreement, Yesway retains discretion to set the retail prices for each product at each of its locations. In addition, Yesway retains discretion to approve the addition of new products to the Company's in-store product line. The term of the Agreement is one (1) year, with automatic annual renewals unless cancelled upon notice delivered at least 60 days prior to the end of a term. As part of the Agreement, the Company will launch the Feel Good Shop Plus (Feel Good Shop+) in Yesway and ALLSUP'S locations. The Feel Good Shop+ is an innovative "store within a store" retail concept offering consumers an extensive range of hemp-derived cannabinoid products. The Feel Good Shop+ is managed and serviced by DISTRO+, the Company's distribution division, and GPO for specialty retailers and wholesalers.

The foregoing is a description of the material terms of the Agreement, which should be reviewed in its entirety for additional information.






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ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No. Description of Exhibit



  10.1*          Scan Based Trading Agreement

* Portions of this Exhibit that contain certain non-material information that is of the type that the Company treats as confidential have been omitted.






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