Exhibit 10.1


 


SEPARATION
AGREEMENT AND GENERAL RELEASE


 


This
Separation Agreement and General Release (the “Agreement”) is entered this 14th day of December
by and between EzFill Holdings, Inc., (the “Company,”) and Richard Dery (“Employee”) on behalf
of Employee and Employee’s heirs, executors, administrators, successors, and assigns (collectively referred throughout this Agreement
as “Employee”; Employee and the Company, shall collectively be referred to as the “Parties”).


 


1. Last
Day of Employment. Employee’s last day of employment with Company is on December 9, 2022 (the “Separation Date”).
As of the Separation Date, Employee: (i) resigns Employee’s position as Chief Commercial Officer (and any other role or title Employee
holds or held with the Company); (ii) is no longer a Company employee; (iii) shall have no authority to act for or on behalf of the Company,
and (iv) shall not represent themselves as an employee, consultant, or representative of the Company.


 


2. Consideration.
In exchange for the promises contained in this Agreement, as consideration for signing this Agreement after the Separation Date, and
complying with the terms and conditions of this Agreement and the Confidentiality Agreement (as defined below), the Company will pay
Employee the total amount of Ninety Thousand Two Hundred and Thirty Four Dollars ($90,234), less lawful deductions (the “Separation
Payment”). The Separation Payment will be paid in accordance with Company’s normal payment practices in equal installments
through March 31, 2023. Payment of the Separation Payment will commence on the first regular Company payroll that occurs at least three
business days after Employee’s execution of this agreement and the expiration of the ADEA-related 7-day ADEA revocation period
and payment of the Separation Payment will continue through the pay period ending March 31, 2023. Additionally, all issued and unvested
equity awards shall vest upon the expiration of the 7-day ADEA revocation period.


 


(a) Health
Insurance; COBRA Rights. Effective as of the Separation Date, as required by the continuation coverage provisions of Section 4980B
of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Employee will be offered the opportunity
to elect continuation coverage under the Company’s group medical plan(s) (“COBRA Coverage”). The right
to continued COBRA Coverage for Employee and any of Employee’s eligible dependents will be determined in accordance with Section
4980B of the Code and the regulations thereunder as they may be amended from time to time. Provided Employee timely elects for continued
group health plan coverage under COBRA, the Company will pay for Employee’s COBRA health benefits for a period of no longer than
9 months, commencing on December 1, 2022 and ending on the earlier of: (i) August 31, 2023; or (ii) the date Employee becomes eligible
for coverage under another group health plan prior to August 31, 2023.


 


(b) No
Other Entitlements. Employee acknowledges that, as of the Separation Date, Employee will no longer be entitled to any other benefits,
payments, consideration or contributions from the Company, including the right to any bonuses, distributions, stock options, stock awards,
profit sharing or other funds, benefits, or monies, other than those specifically provided for in this Agreement.


 




    	1



     


    




 


(c) Tax
Responsibility. Employee agrees that Employee will be exclusively responsible for the payment of any taxes owed, and not withheld,
from any payment by the Company, on any amounts paid to Employee under the terms of this Agreement. The Company makes no representation
as to the taxability of the amounts paid to Employee. Employee agrees to pay his portion of federal, state, or local taxes, if any, which
are required to be paid with respect to this Agreement. Moreover, Employee, for Employee and Employee’s dependents, successors,
assigns, heirs, executors, and administrators (and Employee’s legal representatives of every kind), agrees to indemnify and hold
the Company Released Parties harmless for the amount of any taxes, penalties, or interest that may be assessed by any governmental tax
authority against any of the Company Released Parties in connection with such governmental authority’s determination that the Company
or any of the other Company Released Parties was required to, but failed to, withhold or report the correct amount of income or employment
taxes from the payments made to Employee pursuant to Paragraph 2 of this Agreement. Employee agrees that Employee shall indemnify the
Company Released Parties for the full amount of such liability within thirty (30) days after receipt of notice from the Company or any
of the other Company Released Parties of the assessment of such taxes, penalties, or interest.


 


3. No
Consideration Absent Execution of this Agreement. Employee understands and agrees that Employee would not receive the monies
and/or benefits specified in Section 2 above, except for Employee’s execution of this Agreement and except for Employee’s
fulfillment of the promises contained herein that pertain to Employee.


 


4. Default
and Right to Cure. If either party claims the other has violated this Agreement, the complaining party will provide notice of
default to the other party via email. Notice to the Company shall be via email to mike@ezfl.com. Notice to Employee shall be via email
to Rick.Dery@comcast.net. The notice shall state the specific default alleged. The responding party shall have seven (7) calendar days,
after the notice of default is received from the complaining party, in which to cure any default.


 


5. Non-Admission.
The Parties understand and agree that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed
or construed at any time for any purpose of an admission by any Released Party of wrongdoing or evidence of any liability or unlawful
conduct of any kind.


 


6. Confidentiality
and Return of Property.


 


(a) Terms
of this Agreement. Employee agrees not to disclose any information regarding the substance of this Agreement, except to Employee’s
spouse, or domestic partner, tax advisor, and/or an attorney with whom Employee chooses to consult, provided that such individuals are
advised of and agree to maintain the confidentiality of this information, regarding Employee’s consideration of this Agreement,
or as otherwise permitted by law. Employee is responsible for ensuring that all individuals to whom Employee is permitted to disclose
the terms of this Agreement keep the facts and terms of this Agreement confidential, and Employee specifically understands that a breach
by Employee’s spouse, partner, counsel, or other advisor shall be deemed a breach by Employee in violation of this Agreement for
which the Company may seek redress. The Company may disclose the terms and conditions of this Agreement as the Company deems necessary
to its officers, employees, board of directors, members, insurers, attorneys, accountants, state and federal tax authorities, and/or
as may otherwise be required by law. Employee agrees that Employee has not discussed, and agrees that except as expressly authorized
by the Company, Employee will not discuss, this Agreement or the circumstances of Employee’s separation with any employee of the
Company, and that Employee will take affirmative steps to avoid or be absent from any such discussion even if Employee is not an active
participant in the discussion. Should Employee become aware of the possibility that the terms and/or facts of this Agreement may be disclosed
as a result of subpoena or other legal compulsion, Employee shall provide notice thereof in writing to the Company’s CEO, within
seven (7) calendar days, in order to provide the Company or a Company Released Party with an opportunity to prevent disclosure through
a protective order or any other appropriate legal mechanism.


 




    	2



     


    




 


(b) Return
of Company Property. Employee further affirms that Employee has delivered to Company, without copying, reproducing, or maintaining
an electronic or physical coy of the following “Company Property”: (i) all documents, emails, files, notes,
memoranda, manuals, computer disks, computer databases, computer coding, formulae, algorithms, computer programs and/or other hard copy
or electronic files within Employee’s possession, custody, or control that reflect any of the Company’s trade secrets, proprietary
information, product information, sales and marketing information, analysis, coding, data, files, emails, market studies, financial information,
investor information, capitalization information, pricing, pricing structure, cost of goods, price and profit margins, confidential employee
data, business proposals, prospective, current or former customer or client information, product, growth or expansion information or
other confidential information not known to the general public regarding Company (the foregoing is referred to as “Confidential
information”); and (ii) all items or other forms of Company data, files, property and/or equipment within Employee’s possession
or control including, without limitation, credit cards, key cards and electronic and computer equipment. Employee will certify Employee’s
return of Company Property by executing the certificate set forth on Exhibit A. Employee represents that Employee has deleted
or will delete all Confidential Information from all computer hard drives, storage device, accounts, or computer system within Employee’s
possession, custody, or control and will not retain any copies. Employee shall provide the Company with all passwords to any computer,
files, storage device, or account that belongs to the Company or on which Company Property, data, or information is stored or maintained.
Employee further agrees to provide the Company, if so requested, with a declaration, signed under penalty of perjury, confirming such
deletion of Company files or documents. Nothing in this Section 5(b) will prevent Employee from retaining any documents
in Employee’s possession or control concerning Employee’s benefits and/or compensation.


 


7. Release.
In exchange for the benefits and undertakings described herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged:


 




    	3



     


    




 


(a) Employee
hereby knowingly and voluntarily fully and forever releases and discharges the Company and each of its past, present, and future affiliates,
subsidiaries, divisions, predecessors, insurers, reinsurers, investors, shareholders, board of directors and its members, partners, professional
employment organizations, joint employers, successors and assigns, and each of their respective owners, members and managers, and each
of their respective predecessors, successors, assigns, affiliates, subsidiaries, divisions, and portfolio companies, as well as each
of its and those entities’ respective current and former owners, directors, officers, employees, partners, members, trustees, attorneys,
representatives, fiduciaries and/or agents, both individually and in their official or representative capacities, and their employee
benefit plans and programs (“Employment Benefit Plans”) and their administrators and fiduciaries (collectively,
the “Company Released Parties”) from any and all claims, suits, controversies, actions, causes of action, cross-claims,
counter-claims and demands, of any nature whatsoever (“Claims”), both past and present and whether known or
unknown, suspected, or claimed against the Company or any of the Company Released Parties which Employee or any of Employee’s heirs,
executors, administrators or assigns, had, have, or may have including, without limitation, all alleged violations of the following,
as amended:


 


	 	●	Title
    VII of the Civil Rights Act of 1964;
	 	 	 
	 	●	Sections
    1981 through 1988 of Title 42 of the United States Code;
	 	 	 
	 	●	The
    Employee Retirement Income Security Act of 1974 (“ERISA”) (as modified below);
	 	 	 
	 	●	The
    Age Discrimination in Employment Act (“ADEA”)
	 	 	 
	 	●	The
    Family and Medical Leave Act;
	 	 	 
	 	●	The
    Equal Pay Act;
	 	 	 
	 	●	The
    Immigration Reform and Control Act;
	 	 	 
	 	●	The
    Americans with Disabilities Act of 1990;
	 	 	 
	 	●	Title
    II of the Genetic Information Non-Discrimination Act;
	 	 	 
	 	●	The
    Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”);
	 	 	 
	 	●	The
    Worker Adjustment and Retraining Notification Act;
	 	 	 
	 	●	The
    Fair Credit Reporting Act;
	 	 	 
	 	●	The
    Families First Coronavirus Response Act;
	 	 	 
	 	●	The
    Occupational Safety and Health Act, as amended (“OSHA”);
	 	 	 
	 	●	Florida
    Civil Rights Act – Fla. Stat. § 760.01 et seq.;
	 	 	 
	 	●	Florida
    Whistle Blower Act – Fla. Stat. § 448.101 et seq.;
	 	 	 
	 	●	Florida
    Statutory Provision Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim – Fla. Stat. §
    440.205;
	 	 	 
	 	●	Florida
    Wage Discrimination Law – Fla. Stat. § 448.07;


 




    	4



     


    




 


	 	●	Florida
    Equal Pay Law – Fla. Stat. § 725.07 and Fla. Stat. Ann. § 448.07;
	 	 	 
	 	●	Florida
    AIDS Act – Fla. Stat. § 110.1125, § 381.00 and § 760.50;
	 	 	 
	 	●	Florida
    Domestic Violence Leave Law;
	 	 	 
	 	●	Florida
    Preservation and Protection of the Right to Keep and Bear Arms in Vehicles Act;
	 	 	 
	 	●	Florida
    Discrimination on the Basis of Sickle Cell Trait Law – Fla. Stat. § 448.075 et seq.;
	 	 	 
	 	●	Florida
    OSHA – Fla. Stat. § 442.018(2);
	 	 	 
	 	●	Florida
    Wage Payment Laws;
	 	 	 
	 	●	Any
    Wage Theft Ordinance;
	 	 	 
	 	●	any
    other federal, state or local law, rule, regulation, or ordinance;
	 	 	 
	 	●	any
    public policy, contract, tort, or common law including but not limited to any claims for wrongful discharge (actual or constructive),
    breach of implied or express contract, harassment of any kind, vacation or sick leave pay, intentional or negligent infliction of
    emotional distress, defamation;
	 	 	 
	 	●	Any
    claim for attorneys’ or other fees under Fla. Stat. § 448.08; and/or
	 	 	 
	 	●	any
    basis for recovering costs, fees, or other expenses including attorneys’ fees incurred in these matters.


 


(b) Claims
Not Released. Notwithstanding anything to the contrary in this Agreement, Employee is not waiving any rights Employee may have to:
(i) benefits and/or the right to seek benefits under applicable unemployment compensation statutes; (ii) enforce this Agreement; and
(iii) pursue claims which by law cannot be waived by signing this Agreement. If it is determined that any claim covered by this Agreement
cannot be waived as a matter of law, Employee expressly agrees that the Agreement will nevertheless remain valid and fully enforceable
as to all other claims which may be released by this Agreement.


 


(c) Governmental
Agencies. Employee acknowledges that (i) Employee is not waiving and is not being required to waive any right that cannot be waived
under law, including the right to file a charge, testify or participate in any investigation, hearing, whistleblower proceeding of the
Securities and Exchange Commission or other Company regulatory agency, the Equal Employment Opportunity Commission or any other government
agency prohibiting waiver of such right, and (ii) nothing in this Agreement precludes, prohibits, or otherwise limits, in any way, Employee’s
rights and abilities to contact, communicate with, report matters to, or otherwise participate in any whistleblower program administered
by any such agencies; provided, however, that Employee, to the extent permitted by applicable law, hereby disclaims and waives any right
to share or participate in any monetary award or other individual benefits or remedies, resulting from the prosecution of such charge
or investigation.


 




    	5



     


    




 


(d) Collective/Class
Action Waiver and Jury Waiver. If any claim is not subject to release, to the extent permitted by law, Employee waives any right
or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective
or multi-party action or proceeding based on such a claim in which Company or any other Company Released Party identified in this Agreement
is a party. Further, Employee agrees that any dispute arising at any time out of the relationship between Employee and the Company or
any and Company Released Party shall, to the extent not released by this Agreement, be heard exclusively in any court of competent jurisdiction
in Palm Beach County, Florida by a judge without a jury (including without an advisory jury).


 


8. Acknowledgement
and Affirmations. Employee affirms, warrants and covenants to each of the Company Released Parties
that:


 


(a) No
Wrongful Conduct. At no time prior to or contemporaneous with Employee’s execution of this Agreement has Employee knowingly
engaged in any wrongful conduct against, on behalf of, or as the representative or agent of the Company or any of the other Company Released
Parties. Similarly, Employee affirms that Employee has no knowledge of any other employee of the Company or any Company Released Party
that has or may have a cognizable claim against the Company or such Company Released Party and Employee has no information that the Company
or any Company Released Party has or have engaged in any conduct that may give rise to a cognizable claim by anyone;


 


(b) No
Workplace Injuries. Employee has no known workplace injuries or occupational diseases and affirms Employee does not currently have
any continuing claim or need for benefits for any workplace injuries;


 


(c) No
Filing of Claims. At no time prior to Employee’s execution of this Agreement has Employee filed or caused or permitted the
filing of any Claim of any kind, nature and character whatsoever, which Employee may now have or has ever had against any of the Company
Released Parties that is based in whole or in part on any matter referred to in Section 8 above;


 


(d) Covenant
Not to Sue. Employee specifically covenants not to file any claim or suit against the Company Released Parties, including but
not limited to any claims under the Parties’ Employment Agreement dated April 19, 2021 (the “Employment
Agreement”). The Employment Agreement shall be deemed superseded by this Agreement and have no force and effect after the date
of this Agreement. Employee shall have no claim under either the Employment Agreement to any salary, benefits, allowance, bonus,
stock or equity award, grant, or option, or to the fulfillment of any other promise thereunder, after the Separation Date.
Employee’s only claim against the Company Released Parties, after the date of this Agreement, shall be for breach of this
Agreement and any such claim shall be limited to acclaim against the Company for the monetary consideration paid to Employee under
this Agreement.


 




    	6



     


    




 


(e) Compensation.
Employee affirms under penalty of perjury that Employee has been paid and/or has received all compensation, wages, bonuses, commissions,
and/or benefits that which are due and payable to Employee as of the date Employee signs this Agreement and that the consideration paid
to Employee pursuant to this Agreement fully compensates Employee for any and all compensation owed to Employee in connection with Employee’s
relationship with the Company. Employee affirms that the consideration paid to Employee under this Agreement is in addition to any possible
wages or other compensation otherwise due or owed to Employee;


 


(f) Leave.
Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act and/or related state or local
leave or disability accommodation laws;


 


(g) Confidentiality
Agreement. Employee has not divulged any proprietary or confidential information of Company and will continue to maintain the confidentiality
of such information consistent with Company’s policies, the Confidentiality Agreement, and/or common law. Under the federal Defend
Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the
disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state, or local government official, either directly or
indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is
made to Employee’s attorney in relation to a lawsuit against the Company for retaliation against Employee for reporting a suspected
violation of law; or (iii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under
seal;


 


(h) No
Retaliation. Employee has not been retaliated against for reporting or objecting to any allegations of wrongdoing by any Company
Released Party including, without limitation, the Company and its managers, officers, directors, employees and agents, including any
allegations of corporate fraud;


 


(i) No
discrimination. Company’s decisions regarding Employee’s pay and benefits through the date of Employee’s separation
of employment were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification
protected by law; and


 


(j) No
Undue Influence. Employee affirms that there was no undue influence, overreaching, collusion or intimidation in reaching this Agreement.


 


(k) Truthful
Statements. Employee and the Company acknowledge Employee’s rights to make truthful statements or disclosures required by law,
regulation, or legal process and to request or receive confidential legal advice, and nothing in this Agreement shall be deemed to impair
those rights.


 


(l)
Resignation Not for Good Reason. Employee expressly affirms that Employee’s separation from the Company is, and shall be
deemed by any court or agency as, a voluntary resignation not for Good Reason as that term is used in the Employment Agreement
between Employee and the Company dated April 19, 2021 and any similar document which Employee has signed or which is otherwise applicable
to Employee. Employee will not assert that Employee’s separation from the Company, under this Agreement or otherwise, was a resignation
for Good Reason or a termination without cause . Employee affirms that Employee will not seek any benefit or right available under any
plan or document provided to Company employees who resign for Good Reason or who are terminated without cause.


 




    	7



     


    




 


(m) Resignation
from Board. If Employee has not already resigned, by signing this Agreement, Employee formally resigns his position on the Company’s
Board of Directors, effective on the date of execution. Employee agrees to provide any notice or other document requested by the Board
to confirm Employee’s resignation.


 


(n) Material
Terms. Employee acknowledges and agrees that the affirmations set forth in this Section 9 and its subparts are a material
inducement for the Company to enter into this Agreement.


 


9. Non
Disparagement; Request for Information.


 


(a) Non-Disparagement.
Employee agrees that Employee will not defame or disparage or solicit or encourage others to criticize or otherwise disparage the Company
or any of the Company Released Parties, or any of their respective officers, directors, employees, products or services.


 


(b) Request
for Information. The Parties agree that, provided Employee or a prospective employer of Employee submits a written request for employment
verification to Company’s Human Resources Department, the Company will, unless otherwise required by law, provide the dates of
Employee’s employment with Company, and Employee’s job title as of the Separation Date. Employee’s failure, or the
failure of anyone seeking a reference at Employee’s request or direction, to direct requests for reference in the manner set forth
in this Section 10 shall relieve the Company from its duty under this Section 10.


 


10. ADEA
Provisions Employee is advised that Employee has up to twenty-one (21) calendar days from the day Employee receives this Agreement
(the “Consideration Period”) to consider this Agreement. Employee also is advised to consult with an attorney
prior to signing this Agreement. Employee may revoke this Agreement, as to ADEA claims only, for a period of seven (7)
calendar days following the day on which Employee signs or enters this Agreement. Any revocation within this period must be submitted,
in writing, to the Company’s CEO, Mike McConnell, 2999 NE 191st Street, Aventura, FL 33180 and must state: “I
hereby revoke, as to ADEA claims, my acceptance of our Separation Agreement and General Release.” The revocation must be
personally delivered, or mailed and postmarked, to the Company’s CEO within seven (7) calendar days following the day Employee
signs or enters this Agreement. Employee understands and agrees that 85% of the Separation Payment as well as 85 percent of the other
benefits set forth in Paragraph 2(a) and (b) above are dedicated to Employee’s ADEA waiver and Employee is not entitled to such
amount and such benefits if Employee revokes this Agreement as to ADEA claims. If Employee revokes this Agreement as it pertains to ADEA
claims before the Company makes the monetary payments and provides the other benefits described above, Employee agrees that, in lieu
of the total payment and benefit amounts set forth above, Employee forfeits 85% of the Separation Payment as well as 85 percent of the
other benefits set forth in Paragraph 2(a) and (b) and Employee will only receive 15% of the Separation Payment amount as well as 15
percent of the other benefits set forth in Paragraph 2(a) and (b) above. Employee further understands and agrees that Employee’s
revocation of this Agreement as it pertains to ADEA claims shall have no effect on the validity and enforceability of any other term,
condition or provision of this Agreement, including the release of all claims not arising under the ADEA, which terms become effective
on the earlier of when this Agreement is entered or signed by Employee. Employee agrees that any modifications, material or otherwise,
made to this Agreement, do not restart or affect in any way the original up to twenty-one (21) calendar day consideration period. Employee
understands that Employee may execute this Agreement less than 21 days from its receipt but agrees that such execution will represent
Employee’s knowing waiver of the Consideration Period.


 




    	8



     


    




 


11. Restrictive
Covenants


 


(a) Non-Solicitation
and Non-Diversion of Covered Clients, Investors and Business Partners. Except on behalf of the Company, Employee agrees that for
a period of six (6) months following the Separation Date, Employee will not, directly or indirectly, on Employee’s own behalf or
on behalf of any other person or entity, solicit, accept business from, or communicate with, in person or through the supervision or
control of others, a Covered Client, Investor, or Business Partner for the purpose of: (i) selling or providing the Covered Client, Investor,
or Business Partner a Competing Product or Service, (ii) inducing or encouraging the Covered Client, Investor, or Business Partner to
end, or change to the Company’s detriment, the Covered Client, Investor, or Business Partner’s relationship with the Company;
(iii) diverting the business of such Covered Client, Investor, or Business Partner to another person or entity; or (iv) obtaining referrals
of clients, investors, or business partners from any Covered Client, Investor, or Business Partner for the benefit of any person or entity
other than the Company. Employee understands that if Employee advises others outside the Company of the identity of a Covered Client,
Investor, or Business Partner and/or if Employee advises or assists others outside the Company concerning the process of encouraging
or enabling a Covered Client, Investor, or Business Partner to become affiliated or do business with a person or entity other than the
Company, Employee will be considered to have improperly solicited such Covered Client, Investor, or Business Partner regardless of whether
Employee directly engages in the solicitation of such Covered Client, Investor, or Business Partner.


 


(b) Non-Interference
with Covered Financial Services Partners and Vendors. Except on behalf of the Company, Employee agrees that for a period of six (6)
months following the Separation Date, Employee will not, directly or indirectly, on Employee’s own behalf or on behalf of any other
person or entity, solicit or communicate with, in person or through supervision or control of others, a Covered Financial Services Partner
or Vendor for the purpose of inducing or encouraging the Covered Financial Services Partner or Vendor to end, or change to the Company’s
detriment, the Covered Financial Services Partner or Vendor’s relationship with the Company. Employee will not take any action,
such as accepting business from or doing business with, or directing another person or entity to accept business from or do business
with, such Covered Financial Services Partner or Vendor such that the Covered Financial Services Partner or Vendor’s ability to
service the Company would be delayed, would become more costly, or would otherwise be negatively impacted.


 




    	9



     


    

 





(c) Restriction
Against Employee, Consultant, and Independent Contractor Solicitation and Interference. Except on behalf of the Company, Employee
agrees that for a period of six (6) months following the Separation Date, Employee will not, directly or indirectly, on Employee’s
own behalf or on behalf of any other person or entity: (i) recruit, solicit or communicate with, in person or through supervision or
control of others, a Covered Employee, Consultant or Independent Contractor for the purpose of inducing or encouraging the Covered Employee,
Consultant or Independent Contractor to leave the relationship of, or engagement with, the Company or to change an existing business
relationship to the detriment of the Company, or (ii) hire or help another person or entity to recruit, solicit, or hire away a Covered
Employee, Consultant or Independent Contractor. Employee understands that if Employee advises others outside the Company of the identity
of a potential Covered Employee, Consultant or Independent Contractor to hire, solicit, or engage or if Employee advises or assists others
outside the Company concerning the process of encouraging or incentivizing a Covered Employee, Consultant or Independent Contractor to
become employed or engaged by a person or entity other than the Company, Employee will be considered to have improperly solicited such
a Covered Employee, Consultant or Independent Contractor regardless of whether Employee directly engages in the solicitation or recruitment.
Similarly, Employee will be considered to have “hired” a Covered Employee, Consultant or Independent Contractor: (y) if Employee
participates in any way in the consideration of any such person for relationship or engagement, or (z) if such person becomes employed
or engaged in a position in which Employee supervises such person or where Employee is within such person’s chain of command.


 


(d) Definitions:


 


“Covered
Client, Investor, or Business Partner” means any actual or prospective client, investor, or business partner (including
any referral source for such clients, investors, or business partners) of the Company as to whom/which: (i) Employee (or another person
on Employee’s behalf or through Employee’s effort, direction, or supervision) had contact or dealings with on behalf of the
Company during the Look Back Period and with whom or which the Company has a reasonable expectation of having a continued or future business,
service, or professional relationship or affiliation; or (ii) Employee (or another person on Employee’s behalf or through Employee’s
effort, direction or supervision) received a lead or referral on behalf of the Company and with whom or which the Company has a reasonable
expectation of having a future business, service, or professional relationship; and/or (iii) about whom or which Employee had access
to, or as to whom or which Employee received or made use of, the Company’s Confidential Information, during the Look Back Period.
Covered Client, Investor, and Business Partner also includes the staff, administrators, representatives, agents, and employees of such
persons or entities. Covered Client, Investor or Business Partner excludes those clients, investors, or business partners who became
a client, investor, or business partner of the Company as a result of Employee’s independent contact and business development efforts
with the client, investor, or business partner prior to and independent from Employee’s employment relationship and Employee’s
engagement with the Company under this Agreement, provided, that Employee can substantiate such a relationship through written proof
dated within the five (5) years preceding Employee’s initial employment relationship with the Company.


 


“Covered
Employee, Consultant or Independent Contractor” means any employee, consultant or contractor of the Company with whom Employee
had business contact or dealings during Employee’s relationship or engagement with the Company or regarding whom Employee obtained,
or learned of through, the Company’s Confidential Information or learned of through Employee’s relationship or engagement
with the Company, and who, at the time Employee recruit or solicit such employee, consultant or contractor, (i) is currently employed
or engaged with the Company, or (ii) less than twenty-four (24) months have passed since the targeted employee, consultant or contractor
has last been employed by or engaged with the Company.


 




    	10



     


    




 


“Covered
Financial Services Partner or Vendor” means any established financial services vendor or other vendor of the Company as
to whom or which: (i) Employee had business-related contact or dealings with on behalf of the Company during the Look Back Period; and/or
(ii) Employee had access to, or Employee received or made use of, the Company’s Confidential Information, during the Look Back
Period.


 


“Look
Back Period” means the eighteen (18) month period preceding the Separation Date.


 


12. No
Re-Hire/No Reinstatement. Employee shall not apply for, or accept, employment or other work engagement (including, for example,
as an independent contractor or temporary worker) with the Company or any Company Released Parties under any circumstances because of,
among other things, irreconcilable differences with the Company. Employee agrees that, in the event he applies for employment and/or
seeks work with the Company or any Company Released Parties in the future, the refusal by any Company Released Parties to hire or rehire
him will not subject it to liability on any grounds. Employee irrevocably waives any rights or claims that may exist under law and under
any legal theory of liability whatsoever in connection with the decision to either not hire or to terminate Employee if somehow hired.


 


13. Breach;
Cessation of Employment. Employee understands and agrees that if Employee breaches this Agreement or any other agreement Employee
has with the Company, Employee will not be entitled to any continued or further installment of Separation Payment or any other benefit
under this Agreement but not yet paid (such as further COBRA payments) and shall forfeit such continued payment(s) and benefits under
this Agreement. Employee further agrees to repay the Company for all Separation Payments and other benefits already received by Employee,
less Five Thousand Dollars ($5,000.00), which Employee may retain as additional consideration for the promises made by Employee in this
Agreement.


 


14. Cooperation.
Employee agrees to make Employee reasonably available in a manner mutually convenient to Employee and any Company Released Parties,
to provide reasonable cooperation to the Company or any Company Released parties with respect to transitioning Employee’s
duties and responsibilities, and responding to any reasonable request for information from Employee’s successor or any other
employee at the Company or any Company Released Parties. Employee also agrees to cooperate in the Company (or any Company Released
Party’s) defense of any lawsuits, administrative proceedings, or other legal actions that arise relating to Employee’s
relationship with or provision of services to, the Company, to the extent required by any Company Released Parties or its legal
counsel. This includes being available for discovery or depositions. Employee understands Employee will not be separately
compensated for such cooperation and that Employee further agrees this provision if a material term of this Agreement.


 


15. No
Precedential Effect. By entering this Agreement, it is not the intention of the Company, by this Agreement, to establish any
policy, procedure, course of dealing or plan of general application regardless of any similarity in facts or circumstances involving
another employee, on the one hand, and Employee, on the other hand.


 




    	11



     


    

 


 


16. Entire
Agreement. This Agreement sets forth the entire agreement between Employee and Company, and fully supersedes any prior agreements,
understandings or obligations between Employee and the Company Released Parties pertaining to the subjects addressed herein (including
superseding Employee’s Employment Agreement dated April 19, 2021), with the exception of any confidentiality provisions or post-employment
restrictive covenants, which shall remain in full force and effect to the fullest extent otherwise consistent with this Agreement. Employee
acknowledges that Employee has not relied on any representations, promises, agreements or offers of any kind made to Employee in connection
with Employee’s decision to enter this Agreement, except for those set forth in this Agreement.


 


17. Governing
Law and Interpretation. This Agreement is governed and interpreted in accordance with the laws of the State of Florida, without
regard to the state’s conflicts of laws provision. If any provision of this Agreement is declared illegal or unenforceable by any
court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall
immediately become null and void, leaving the remainder of this Agreement in full force and effect. Employee expressly consents that
any action or proceeding relating to this Agreement will be brought exclusively in the State or Federal courts located in Miami Dade
County, Florida. Employee expressly waives the right to bring any such action or proceeding in any other jurisdiction, or to have any
such action or proceeding heard before a jury or an advisory jury. If the general release in Section 8 is found to be unenforceable
as drafted, Employee agrees to sign a valid replacement release as broad as a court will permit.


 


18. Enforcement.
In the event any action is commenced to enforce the Agreement or for a proven breach of this Agreement, any Party may institute an action
specifically to enforce any term or terms of this Agreement and/or to seek any damages for breach. In any action to enforce any provision
of this Agreement, the prevailing party shall be entitled to an award of its reasonable attorneys’ fees and costs up through any
appeals.


 


19. Headings.
The titles, captions and headings contained in this Agreement are inserted for convenience of reference only and are not intended
to be a part of or to affect in any way the meaning or interpretation of this Agreement.


 


20. Amendment.
 This Agreement may not be modified, altered or changed except in writing and signed by both Parties wherein specific reference
is made to this Agreement.


 


21. Ownership
of Claims. Employee represents and warrants that Employee is the sole and lawful owner of all rights, title and interest in and
to all of Employee’s released claims as defined herein. Employee further represents and warrants that there has been no assignment
or other transfer of any interest in these released claims. Employee expressly agrees that Employee shall not assign any of Employee’s
rights or duties under this Agreement without the express written consent of the Company.


 


22. Expiration
of Offer and Effective Date of Agreement. Employee understands that the offer contained in this Agreement is considered withdrawn
if Employee has not returned to Company a manually or electronically signed original of this Agreement on or before the conclusion of
the 21-day ADEA Consideration Period set forth above. This Agreement becomes effective after Employee has signed an original of this
Agreement or has signed a counterpart of this Agreement.


 


23. Counterparts
and Electronic Signature. This Agreement may be signed in counterparts, each of which shall be deemed an original, but all of
which, taken together shall constitute the same instrument. A signature made on a faxed or electronically mailed copy of the Agreement
or a signature transmitted by facsimile or electronic mail, or which is made electronically if such electronic signature produces and
audit trail (such as through Adobe Sign, Rightsignature or DocuSign), will have the same effect as an original or manual signature.


 


24. Third
Party Beneficiaries. All Company Released Parties are third party beneficiaries of this Agreement for purposes of the protections
offered by this Agreement and they shall be entitled to enforce this Agreement as against Employee or any party acting on Employee’s
behalf.


 


25. Voluntary
and Knowing Assent. The Parties certify that they have fully read, negotiated, and completely understand the provisions of
this Agreement, that each Party has been advised by the other to consult with an attorney before signing the Agreement, and that each
Party is signing freely and voluntarily, and without duress, coercion, or undue influence. The Parties each acknowledge that they/it
are entering into this Agreement freely and voluntarily and with complete understanding of all the rights they/it are waiving in this
Agreement and of the irrevocable nature of same. The Parties acknowledge that they have consulted with counsel of their own choosing
before executing this Agreement.


 


[Signature
page follows]


 




    	12



     


    

 


IN
WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date of the last signature affixed below.


 


READ
CAREFULLY BEFORE SIGNING


 


I
have read this Agreement and have had adequate opportunity for review prior to my signing of this Agreement. I understand that by executing
this Agreement I will relinquish any right or demand I may have against the Company Released Parties, except as may be expressly set
forth herein.


 





	 	 	 
	Employee Signature	 	 
	 	 	 
	Print Name	 	 
	 	 	 	 
	Date:	 	 	 
	 	      	 	 
	 	 	EzFill
    Holdings, Inc.
	 	 	 
	 	 	 
	 	 	 	 
	 	 	Print
    Name:	 


 


	 	Title:	 
	 	 	 
	 	Date:	 


 




    	13



     


    

 


Exhibit
A


 


EzFill
Holdings, Inc. Termination Certification


 


In
connection with the Separation Agreement between me and the Company, I hereby certify under penalty of perjury that I do not have in
my possession, nor have I failed to return, any Company Property or Confidential Information.


 


I
further agree that, in compliance with the Confidentiality Agreement, I have and shall continue to preserve as confidential, all Confidential
Information of the Company.


 


	Date:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Employee’s
    Signature
	 	 	 	 
	 	 	 	 
	 	 	 	Type/Print
    Employee’s Name