Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Asset Purchase Agreement dated November 18, 2024:

On November 18, 2024, EzFill Holdings, Inc. (the "Company") entered into an Asset Purchase Agreement (the "APA") with Yoshi, Inc., a Delaware limited liability company involved in the business of mobile fueling and operations, related parts and tools and the provision of services related thereto (the "Seller"). Pursuant to the APA, subject to the terms and conditions thereof, the Company agreed to acquire certain assets of the Seller including certain equipment, contracts and other tangible personal property owned by the seller and used (or allocated for use) in its business, free and clear of any lien, pledge, security interest, mortgage, right of way, easement, encroachment, or right of first offer or first refusal (collectively, the "Assets"), other than certain excluded assets and certain liabilities as contained in the APA.

The total consideration to be paid by the Company is $2,000,000 subject to certain adjustments as laid out in the APA (the "Purchase Price"). The Purchase Price will be paid as follows: (i) $1,250,000 will be paid by the Company to the Seller on or before December 2, 2024; (ii) $500,000 through issuance by the Company to the Seller of shares of the Company's Common Stock, to be issued based on the closing price of the Company's Common Stock on the Nasdaq Capital Market on the last trading date prior to December 2, 2024 (the "Closing Date"); and (iii) the remaining $250,000 in the form of a promissory note to be provided by the Buyer, which promissory note shall be paid after six (6) months but within nine (9) months of the Closing Date.

The APA contains customary representations, warranties and covenants. The APA also contains customary indemnification provisions by each of Seller and the Company in favor of one another.

The information set forth above is qualified in its entirety by reference to the APA, which is incorporated herein by reference and attached hereto as Exhibit 10.1.