Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On January 16, 2026, Mobivity Holdings Corp., a Nevada corporation (the "Company"), entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Mistplay Inc., a company incorporated under the laws of the Province of British Columbia (the "Buyer"), and Reward Holdings, ULC, an unlimited liability company incorporated under the laws of the Province of British Columbia ("Holdings"). The Board of Directors of the Company has approved the Asset Purchase Agreement and the ancillary documents referenced therein by unanimous written consent.

Under the Asset Purchase Agreement, the Company has agreed to sell to the Buyer certain assets related to the Company's Connected Rewards, which constitute substantially all of the Company's assets, and the Buyer will assume certain specified liabilities, in each case as set forth in the Asset Purchase Agreement and the related schedules to the Asset Purchase Agreement (collectively, the "Transaction"). The Buyer will not acquire assets other than the Acquired Assets (as defined in the Asset Purchase Agreement), and will not assume liabilities other than the Assumed Liabilities (as defined in the Asset Purchase Agreement), each as further described in the Asset Purchase Agreement.

The aggregate consideration payable to the Company in the Transaction will be an amount equal to the sum of (i) $5,300,000 (subject to a customary working capital adjustment), of which $300,000 will be awarded by the Company to certain of its employees, plus (ii) 6,328,991 Class B Common Shares of Holdings, plus (iii) the Earn-Out Equity Interests, if any (as defined in the Asset Purchase Agreement and as finally determined in accordance with the terms of the Asset Purchase Agreement).

At the closing of the Transaction (the "Closing"), the Buyer will place part of the cash price in escrow to cover post-Closing adjustments and indemnification. The escrow will be released as described in the Asset Purchase Agreement. The Transaction includes a buy-side representations and warranties insurance policy, and the Company will pay 50% of the premium and related costs as a transaction expense.

The Asset Purchase Agreement contains customary indemnification provisions pursuant to which the parties agree to indemnify each other for certain matters, including, among other things, breaches of certain representations, warranties and covenants in connection with the Transaction. The Asset Purchase Agreement also includes customary provisions in respect of limitations on indemnification and set-off rights against the escrow and any earn-out equity.

The Asset Purchase Agreement contains customary representations, warranties and covenants of the parties, including, among other things, covenants regarding the conduct of the business between signing and the Closing, delivery of consents and approvals, and employee-related matters.

The Closing is subject to customary closing conditions, including the receipt of necessary third-party consents identified in the Asset Purchase Agreement, the absence of any legal restraint prohibiting the transaction, and the satisfaction of other conditions customary for transactions of this nature. The Closing is also subject to the approval of the Transaction by the Company's stockholders. The Asset Purchase Agreement contains customary termination rights, including the right of either party to terminate the Asset Purchase Agreement if the Closing has not occurred by May 15, 2026, subject to the terms and conditions set forth therein.

The Buyer and the Company are required to use their commercially reasonable to consummate the Transaction. The Closing is expected to occur in the first quarter of 2026.

The foregoing description of the Asset Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The Asset Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Asset Purchase Agreement. The representations, warranties and covenants contained in the Asset Purchase Agreement were made only for purposes of the Asset Purchase Agreement and as of specific dates, were solely for the benefit of the parties thereto, may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality that differ from those applicable to investors. Investors are not third-party beneficiaries under the Asset Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, the Buyer, Holdings, or any of their respective subsidiaries or affiliates.