Exhibit 10.1

FORM OF
SELLER CONTINGENT EARNOUT NOTE

FOR VALUE RECEIVED, DUOS TECHNOLOGIES GROUP, INC., a Florida corporation (together with its successors and permitted assigns, "Borrower"), promises to pay to the order of [              ] (together with its successors and permitted assigns, "Lender"), at such address as Lender may designate from time to time in writing, up to the maximum principal amount of FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00), solely to the extent earned and payable pursuant to the Earnout Milestones set forth in this Seller Contingent Earnout Note (this "Note"), together with all other sums due and payable under this Note and the other Loan Documents. No principal amount shall be due or payable under this Note unless and until the applicable Earnout Milestone has been achieved in accordance with this Note. This Note is delivered pursuant to that certain Purchase Agreement dated as of July 14, 2026, between Lender, as seller, and Borrower, as buyer, relating to the real property located at 8 Corporate Ridge Parkway, Columbus, Muscogee County, Georgia (the "Purchase Agreement"). This Note is secured by, among other things, that certain Deed to Secure Debt, Assignment of Leases and Rents, Security Agreement and Fixture Filing of even date herewith from Borrower, as grantor, to Lender, as grantee, as amended, restated, supplemented or otherwise modified from time to time (the "Security Deed"). Capitalized terms used but not defined herein have the meanings given to them in the Security Deed.

“Adjusted Stock Payment Value” means the Stock Payment Value, as adjusted pursuant to Section 5(g).

“Base Index” means the published value of the Index for the calendar month preceding the month in which the Base Price was last set or adjusted, as applicable.

“Base Power Capacity” means five (5) MW of power capacity at the Property existing or available as of the Closing Date.

“Base Price” means the price per-kWh in effect for behind-the-meter gas power immediately prior to any adjustment under this Note (initially $0.125 per-kWh as of the Closing Date); provided, however, that nothing herein shall prohibit Borrower, to the extent permitted under this Note, from seeking to obtain a lower price per-kWh for behind-the-meter gas power, and Lender shall use commercially reasonable efforts to assist Borrower in connection therewith.

"Business Day" means any day other than a Saturday, Sunday, federal holiday, or legal holiday in the State of Georgia.

"Closing Date" means the date on which Borrower acquires title to the Property pursuant to the Purchase Agreement.

“Current Index” means the published value of the Index for the calendar month preceding the month in which any applicable adjustment occurs under this Note.

"DUOT Stock" means shares of common stock of Borrower; par value $.001 per share of Borrower.

“Earned Earnout Amount” means any portion of the Maximum Earnout Amount that has become due and payable upon achievement of an Earnout Milestone.

“Earnout Milestone” means individually, the First Earnout Milestone, the Second Earnout Milestone or the Third Earnout Milestone, and collectively, the First Earnout Milestone, the Second Earnout Milestone and the Third Earnout Milestone.

“Earnout Payment” means each payment of an Earned Earnout Amount required to be made by Borrower to Lender upon achievement of an Earnout Milestone.

"Eligible Stock" means DUOT Stock that, as of the applicable Stock Election Date and the applicable Stock Delivery Date, is validly issued, fully paid and nonassessable, listed for trading on Nasdaq or another nationally recognized securities exchange, DTC-eligible, delivered by book-entry transfer to Lender’s designated securities account and transferable pursuant to Rule 144 and the Borrower will assist the Lender in connection with the removal of any restrictive legend.

“First Earnout Milestone” means the addition, on or before the Maturity Date, of at least five (5) MW of Qualifying Power Capacity, resulting in Total Nameplate Capacity at the Property of at least ten (10) MW. For purposes of the First Earnout Milestone only, capacity from on-site generators shall not count as Qualifying Power Capacity; provided that capacity allocated to house power, chillers and other facility systems may be included.

“Gas Generation Contract” means a binding gas generation-as-a-service contract for the Property, in form and substance reasonably acceptable to Borrower (which acceptance shall not be unreasonably withheld, conditioned or delayed), that provides for delivery of the applicable gas-fired generation capacity to the Property at an all-in price not exceeding the then-applicable Base Price, as adjusted the first day of each calendar month by multiplying the then-applicable Base Price by the Index Ratio.

“Gas Meter Capacity” means natural gas meter capacity secured on site for the Property and sufficient to support the applicable MW of gas-fired generation capacity, as evidenced by documentation from the applicable gas utility or other documentation reasonably acceptable to Borrower (which acceptance shall not be unreasonably withheld, conditioned or delayed).

“Grid Power Capacity” means electric power capacity delivered to the Property through the electrical grid from a duly authorized electric utility provider and legally and physically available for use at the Property.

“Index” means the Producer Price Index for Electric Power (NAICS 221122), Not Seasonally Adjusted, as published by United States Bureau of Labor Statistics , or, if such index is discontinued, unavailable or materially modified, such successor or replacement index as is reasonably selected by Lender to measure changes in electric power prices.

“Index Ratio” means the Current Index divided by Base Index.

"Loan Documents" means this Note, the Security Deed, any UCC financing statement or fixture filing, any assignment of leases and rents, any title affidavits or closing certificates delivered in connection with the Loan, and each other document now or hereafter evidencing, securing or otherwise relating to the indebtedness evidenced by this Note.

“Maturity Date” means the date that is thirty-six (36) months after the Closing Date.

“Maximum Earnout Amount” means Fifteen Million and No/100 Dollars ($15,000,000.00).

“Power Capacity Documents” means documentation evidencing Qualifying Power Capacity and Total Nameplate Capacity at the Property, including, as applicable, executed utility service agreements, utility commitment letters, interconnection approvals, gas utility confirmations, Gas Meter Capacity confirmations, Gas Generation Contracts, utility commitment letters and gas utility confirmations.

"Property" means the real property commonly known as 8 Corporate Ridge Parkway, Columbus, Muscogee County, Georgia, as more particularly described in the Security Deed.

“Qualifying Power Capacity” means incremental gas and/or grid power capacity above the Base Power Capacity procured by or on behalf of the Lender that (a) is legally available to and physically deliverable to the Property, and (b) is evidenced by Power Capacity Documents, upon delivery of which the applicable Earnout Milestone shall be satisfied. For purposes of the Second Earnout Milestone and the Third Earnout Milestone, any gas-fired generation capacity included as Qualifying Power Capacity shall require Gas Meter Capacity and delivery of an executed Gas Generation Contract (or an unexecuted Gas Generation Contract with business terms meeting the applicable Earnout Milestone in executable form (and provided that a Gas Generation Contract will not be deemed in “executable form” if the applicable third-party power counterparty (i.e. not Borrower, its Affiliates or any other operating party of the Property) refuses to sign)) providing an all-in price not exceeding the then-applicable Base Price as adjusted by the Index Ratio.

“Second Earnout Milestone” means the addition, on or before the Maturity Date, of at least five (5) MW of additional Qualifying Power Capacity after achievement of the First Earnout Milestone, resulting in Total Nameplate Capacity at the Property of at least fifteen (15) MW.

“Secured Obligations” means all obligations evidenced by this Note and the other Loan Documents, whether now existing or hereafter arising, absolute or contingent, matured or unmatured, liquidated or unliquidated, including all Earned Earnout Amounts, all cash payment obligations arising from any failure to deliver Eligible Stock, all indemnities, enforcement costs, expenses and other sums due under this Note and the other Loan Documents.

“Stock Delivery Date” means with respect to any Earnout Payment that Lender has elected to receive in Eligible Stock, the date on which such Earnout Payment is otherwise due under this Note.

“Stock Election Date” means the date on which Lender delivers written notice electing to receive all or any portion of an Earnout Payment in Eligible Stock.

“Stock Impairment Event” means any event, circumstance or condition that prevents, delays or could reasonably be expected to prevent or delay the issuance and delivery of Eligible Stock on or before the applicable Stock Delivery Date, including, without limitation, any delisting, trading halt, DTC chill, blackout period, transfer-agent refusal, lack of sufficient authorized or reserved shares, failure to obtain required corporate, shareholder, securities exchange or regulatory approvals or failure to remain current in SEC reporting obligations.

"Stock Payment Value" means $10.50 per share of DUOT Stock, representing a price per share equal to the 45-day trading average from the date of the Letter of Intent plus a five percent (5%) premium of DUOT which would be $10.50 per share.

“Third Earnout Milestone” means the addition, on or before the Maturity Date, of at least five (5) MW of additional Qualifying Power Capacity after achievement of the Second Earnout Milestone, resulting in Total Nameplate Capacity at the Property of at least twenty (20) MW.

“Total Nameplate Capacity” means as of any date of determination, the sum of (a) the Base Power Capacity plus (b) the aggregate Qualifying Power Capacity added to the Property after the Closing Date.

“Trading Day” means any day on which DUOT Stock is traded on the Nasdaq Stock Market or such other nationally recognized securities exchange on which DUOT Stock is then listed.

“Unearned Earnout Amount” means any portion of the Maximum Earnout Amount that has not become an Earned Earnout Amount.

“Utility Power Rate” means the all-in electric utility power rate then available to the Property, measured on a per-kWh basis, including energy charges, demand charges, transmission charges, distribution charges, fuel adjustment charges, riders, surcharges, standby charges, minimum charges and other recurring charges payable in connection with electric service to the Property, as reasonably documented by Borrower and reasonably approved by Lender.

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IN WITNESS WHEREOF, Borrower has executed this Note under seal as of the date first written above.

BORROWER:

DUOS TECHNOLOGIES GROUP, INC.,
a Florida corporation

By: ________________________(SEAL)

Name: __________________________

Title: ___________________________