Next Charging, LLC entered into an Exchange Agreement to acquire EZFill Holdings Inc. (NasdaqCM:EZFL) from Farkas Group, Inc, Balance Labs, Inc. (OTCPK:BLNC), SIF Energy LLC and others for approximately $200 million in a reverse merger transaction on August 9, 2023. As part of the agreement, EZFill issuance of 100,000,000 shares of Common Stock of EZFill (?Exchange Shares?) to the shareholders of Next Charging. The board of directors of EZFill Holdings will appoint Michael Farkas as Chief Executive Officer, Director, and Executive Chairman of combined company.

The closing of the transactions contemplated under the Exchange Agreement are subject to certain customary closing conditions, including (i) that the Company file the Certificate of Amendment with the Secretary of State of the State of Delaware (ii) the receipt of the requisite third-party consents, and (iii) compliance with the rules and regulations of The Nasdaq Stock Market. The transaction is subject to approval of the issuance of the Exchange Shares as required under Nasdaq Listing Rule 5635(a), lock-up agreements, consent of the stockholders of EZFill, the waiting period thereunder shall have expired and audited financial statements. On August 9, 2023, EZFill Holdings board of directors unanimously approved the Exchange Agreement.

David B. Manno of Sichenzia Ross Ference LLP acted as legal advisor to EZFill Holdings. Farkas Capital LLC acted as advisor to Next Charging. Laura Anthony of Anthony L.G., PLLC acted as legal advisor to Next Charging.

Mitchell S. Nussbaum, Norwood P. Beveridge and Lili Taheri of Loeb & Loeb LLP acted as legal advisors to EZFill. Worldwide Stock Transfer acted as transfer agent to EZFill.