Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Promissory Note dated November 14, 2024:

On November 14, 2024, EzFill Holdings, Inc. (the "Company") and NextNRG Holding Corp. (formerly Next Charging, LLC) ("Next") entered into a promissory note (the "November 14 Note") for the sum of $181,500 (the "Loan") to be used for the Company's working capital needs. The November 14 Note has an original issue discount ("OID") equal to $16,500. The unpaid principal balance of the November 14 Note has a fixed rate of interest of 8% per annum for the first nine months, afterward, the November 14 Note will begin to accrue interest on the entire balance at 18% per annum.

Unless the November 14 Note is otherwise accelerated, or extended in accordance with the terms and conditions therein, the balance of the November 14 Note, along with accrued interest, will be due and payable in full on the earlier of: (i) November 14, 2025; or (ii) the date upon which Company completes a capital raise of at least $5,000,000.

If the Company defaults on the November 14 Note, the unpaid principal and interest sums, along with all other amounts payable, multiplied by 150% will be immediately due. Upon default, Next will have the right to convert all or any part of the outstanding and unpaid principal, interest, penalties, and all other amounts under the November 14 Note into fully paid and non-assessable shares of the Company's common stock. The conversion price shall equal the greater of the average VWAP over the five (5) Trading Day period prior to the conversion date; or $0.70 (the "Floor Price"). Notwithstanding the foregoing, the conversion price shall not exceed the closing price of the Company's Common Stock on the Nasdaq Capital Market on the date of the November 14 Note.

The Company and Next have agreed that the total cumulative number of common stock issued to Next under this Note, together with all other transaction documents may not exceed the requirements of Nasdaq Listing Rule 5635(d) ("Nasdaq 19.99% Cap"), except that such limitation will not apply following shareholder approval. If the Company is unable to obtain shareholder approval to issue common stock to Next in excess of the Nasdaq 19.99% Cap, then any remaining outstanding balance of this November 14 Note must be repaid in cash at the request of Next.

The November 14 Note contains a protection for Next in the event the Company effectuates a split of its common stock. In the event of a stock split, if the November 14 Note is issued and outstanding and has not been converted, then the number of shares and the price for any conversion under the November 14 Note will be adjusted by the same ratios or multipliers of, any such subdivision, split, reverse split.

Michael Farkas is the chief executive officer and the controlling shareholder of Next (the "CEO"). The CEO is also the beneficial owner of approximately 70% of the Company's issued and outstanding common stock. As previously reported on a Current Report on Form 8-K that was filed with the Securities and Exchange Commission on August 16, 2023 and on November 8, 2023, the Company, the members of Next (a limited liability company at the time of such filings) and the CEO (the managing member of Next at the time), as an individual and also as the representative of the members of Next, entered into an Exchange Agreement (the "Exchange Agreement"), pursuant to which the Company agreed to acquire from such members of Next 100% of the membership interests of Next in exchange for the issuance by the Company to the members of Next of shares of common stock, par value $0.0001 per share, of the Company. Additionally and as previously reported on a Current Report on Form 8-K that was filed with the Securities and Exchange Commission on June 14, 2024, a second amended and restated exchange agreement to the Exchange Agreement was entered into between the Company, the shareholders of Next and the CEO to reflect the conversion of Next Charging, LLC to NextNRG Holding Corp., a corporation organized in the State of Nevada (the "Second Amended and Restated Exchange Agreement").