Shared Services Agreement dated January 26, 2021, by and between SurgePays, Inc. and Surge Logics, Inc

Exhibit 10.30

SHARED SERVICES AGREEMENT

among

SurgePays, Inc.

and

Surge Logics, Inc.

SHARED SERVICES AGREEMENT

This SHARED SERVICES AGREEMENT (“Agreement”) is entered into as of [Date], to be effective as of [Date] (the “Effective Date”), by and among (a) SurgePays, Inc., a Nevada corporation (“SurgePays”), on behalf of itself and the other SurgePays Parties (as defined herein), and (b) Surge Logics, Inc., a Nevada corporation (“Logics”), on behalf of itself and the Logics Parties (as defined herein). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties”.

R E C I T A L S:

WHEREAS, the Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article II, with respect to the amount to be paid by Logics for certain general and administrative services to be performed by SurgePays and its Subsidiaries (as defined herein) for and on behalf of the Logics Parties (as defined herein) and Logics obligations to reimburse SurgePays and its Subsidiaries for certain costs and expenses incurred in connection therewith; and

WHEREAS, the Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article II, with respect to the amount to be paid by the SurgePays Parties for certain general and administrative services to be performed by Logics and its Subsidiaries (as defined herein) for and on behalf of the SurgePays Parties (as defined herein) and SurgePays obligations to reimburse Logics and its Subsidiaries for certain costs and expenses incurred in connection therewith.

NOW, THEREFORE, in consideration of the promises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I Definitions

As used in this Agreement, the following terms shall have the respective meanings set forth below:

ARTICLE II Services

ARTICLE III Miscellaneous

This Agreement shall be subject to and governed by the laws of the State of Nevada, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. Each Party hereby submits to the jurisdiction of the state and federal courts in the State of Nevada and to venue in Clark County, Nevada.

Notice given by email shall be effective upon actual receipt if received during the recipient’s normal business hours or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below such Party’s signature to this Agreement or at such other address as such Party may stipulate to the other Parties in the manner provided in this Section 3.1.

If to the SurgePays Parties:

3124 Brother Blvd. Suite 104

Bartlett, TN 38133

Attn: Legal

E-mail:

If to the Logics Parties:

1375 E. Woodfield Road

Suite 420

Schaumburg, Il 60173

Attn: Legal

E-mail:

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the Effective Date.

[Signature Page to Shared Services Agreement]

Exhibit A-1 SurgePays Services

SERVICES TO BE PROVIDED BY SURGEPAYS TO LOGICS

Exhibit A-2 Schedule of Compensation

Direct Expenses

Logics will reimburse the SurgePays Parties for all expenses and out-of-pocket costs incurred by the SurgePays Parties and their Subsidiaries in connection with providing the SurgePays Services or the SurgePays Parties will arrange to have those expenses and out-of-pocket costs paid directly by Logics.

Allocated Costs

Logics will pay the SurgePays Parties for the resources and overhead support to provide the activities listed in Exhibit A-1 based on an allocation of the costs (without markup) that are incurred by the SurgePays Parties for such resources and support. The costs for each service will be allocated to Logics based upon key metrics entities by the SurgePays Parties as part of their annual budgeting process and the allocation of those costs to their Subsidiaries.

Prior to the Effective Date, the SurgePays Parties and Logics have agreed on the resources and overhead support that are entities to be required for the SurgePays Services through March 31, 2021 be paid by Logics for the SurgePays Services, as set forth below. This initial estimate of resources and support will be used as the monthly service fee for the SurgePays Services through March 31, 2021.

For each six month period starting April 1, 2021 and thereafter, the Parties will review the amount of resources and overhead support actually required to perform the SurgePays Services during the prior six-month period, and the SurgePays Parties will use the actual level of resources and support in that prior period (with any adjustments which the Parties may mutually establish) to determine the monthly service fees for the SurgePays Services for the following six-month period using the cost allocation methodology described above.

In connection with the foregoing, the revised service fees will be effective on April 1st and October 1st for each six-month adjustment and on April 1st for each annual adjustment. Prior to the effective date of the revised service fees, the Parties shall use commercial reasonable efforts to determine the amount of resources and overhead support required to perform the SurgePays Services in each prior period, and the SurgePays Parties will prepare a statement summarizing the revised service fees based on the cost allocation methodology described above for such resources and support.