Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement

On September 25, 2024, Mobivity Holdings Corp., a Nevada corporation, (the "Company") entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with SMS Factory, Inc., a Florida corporation ("SMS Factory"). Pursuant to the Asset Purchase Agreement, SMS Factory purchased all of the right, title and interest in the Company's SMS/MMS text messaging customer accounts, excluding certain Excluded Assets (as defined in the Asset Purchase Agreement) utilized in the operation of the Company's SMS/MMS text messaging platform business (the "Business Assets") effective as of September 25, 2024 (the "Closing Date"). Capitalized terms used herein and not defined shall have the meaning attributed to them in the Asset Purchase Agreement.

In consideration for the Business Assets, SMS Factory will assume certain Assumed Liabilities and will pay to the Company, for a period of two years following the Closing Date, an Earn-Out Payment in an amount equal to two times the Gross Profit earned from each Customer Account, including an upfront pre-payment of the Earn-Out Payment equal to $303,000.

The Asset Purchase Agreement includes customary representations, warranties and covenants by the parties. A copy of the Asset Purchase Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference.