SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 21st, 2023 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • Nevada
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 19, 2023, by and between EZFILL HOLDINGS, INC., a Delaware corporation, with headquarters located at 2999 NE 191st Street, Suite 500, Aventura, FL 33180 (the “Company”), and AJB CAPITAL INVESTMENTS, LLC, a Delaware limited liability company, with its address at 4700 Sheridan Street, Suite J, Hollywood, FL 33021 (the “Buyer”).
Up to $2,096,000 Shares of Common Stock ATM Sales AgreementEzFill Holdings Inc • February 17th, 2023 • Retail-auto dealers & gasoline stations • New York
EzFill Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with ThinkEquity LLC (the “Agent”), as follows:
EXHIBIT A Form of Representative’s Warrant AgreementEzFill Holdings Inc • August 17th, 2021 • Retail-auto dealers & gasoline stations
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ____, 2021 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from EzFill Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
UNDERWRITING AGREEMENT between EZFILL HOLDINGS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters EZFILL HOLDINGS, INC.Underwriting Agreement • February 1st, 2024 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • New York
The undersigned, EzFill Holdings, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of EzFill Holdings, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
UNDERWRITING AGREEMENT between EZFILL HOLDINGS, INC. and THINKEQUITY A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC. as Representative of the Several Underwriters EZFILL HOLDINGS, INC.Underwriting Agreement • June 28th, 2021 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • New York
The undersigned, EzFill Holdings, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of EzFill Holdings, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity, a division of Fordham Financial Management, Inc., (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
SECURITY AGREEMENTSecurity Agreement • April 21st, 2023 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • Nevada
This SECURITY AGREEMENT (this “Agreement”) made and effective as of April 19, 2023, is executed by and between EZFILL HOLDINGS, INC., a Delaware corporation, with headquarters located at 2999 NE 191st Street, Suite 500, Aventura, FL 33180 (the “Company”), and AJB CAPITAL INVESTMENTS, LLC, a Delaware limited liability company (the “Secured Party”).
Employment Agreement between EzFill Holdings Inc. and Arthur LevineEmployment Agreement • June 1st, 2021 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations
This Employment Agreement is made between EzFill Holdings, Inc and Arthur Levine and supersedes all previous agreements and understandings with respect to such employment relationship. As Chief Financial Officer, you will be reporting to Michael McConnell, CEO and you will be based in Miami and working in the Miami office and remotely.
BOARD MEMBER LETTER OF AGREEMENTBoard Member Letter of Agreement • June 1st, 2021 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • Florida
Based on our discussions, I am very pleased to offer you a position as member of the Board of Directors (the “Board”) of EzFill Holdings, Inc. (the “Company”), pursuant to the terms of this offer letter (the “Agreement”).
GLOBAL AMENDMENT TO PROMISSORY NOTESEzFill Holdings Inc • January 18th, 2024 • Retail-auto dealers & gasoline stations
This GLOBAL AMENDMENT TO PROMISSORY NOTES (the “Amendment”) is dated effective as of January 17, 2024 (the “Amendment Effective Date”), by and between EzFill Holdings, Inc., a Delaware Corporation (the “Company”) and AJB Capital Investments, LLC, a Delaware limited liability company (“AJB” and together with the Company, the “Parties”).
Amended and Restated Exchange Agreement by and among EZFill Holdings, Inc., all of the Members of Next Charging LLC and Michael Farkas as the Members’ RepresentativeExchange Agreement • November 8th, 2023 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • Delaware
This Amended and Restated Exchange Agreement (this “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and between (i) EZFill Holdings, Inc., a Delaware corporation (the “Company”); (ii) all of the members of Next Charging LLC, a Florida limited liability company (“Next Charging”) as set forth on the signature pages hereof (the “Members”); and (iii) Michael Farkas as the representative of the Members (the “Members’ Representative”). Each of the Company, the Members and the Members’ Representative may be referred to herein collectively as the “Parties” and separately as a “Party”.
GLOBAL AMENDMENT TO PROMISSORY NOTESEzFill Holdings Inc • January 18th, 2024 • Retail-auto dealers & gasoline stations
This GLOBAL AMENDMENT TO PROMISSORY NOTES (the “Amendment”) is dated effective as of January 11, 2024 (the “Amendment Effective Date”), by and between EzFill Holdings, Inc., a Delaware Corporation (the “Company”) and Next Charging, LLC a Florida limited liability company (“Next” and together with the Company, the “Parties”).
GLOBAL AMENDMENT TO PROMISSORY NOTESEzFill Holdings Inc • January 18th, 2024 • Retail-auto dealers & gasoline stations
This GLOBAL AMENDMENT TO PROMISSORY NOTES (the “Amendment”) is dated effective as of January 11, 2024 (the “Amendment Effective Date”), by and between EzFill Holdings, Inc., a Delaware Corporation (the “Company”) and Next Charging, LLC a Florida limited liability company (“Next” and together with the Company, the “Parties”).
MUTUAL NON-SOLICITATION AND NON-INTERFERENCE AGREEMENTMutual Non-Solicitation and Non-Interference Agreement • March 3rd, 2022 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • Florida
This Mutual Non-Solicitation and Non-Interference Agreement (“Non-Solicitation Agreement”) is entered into to be effective as of the _________ day of _______________, 2022 (“Effective Date”), between Palmdale Oil Company, Inc., a Florida corporation (hereinafter referred to as “Palmdale”) and EzFill Holdings, Inc., a Delaware corporation (hereinafter referred to as “EzFill”). Palmdale and EzFill shall sometimes be referred to individually as a “Party” or collectively referred to as “Parties.”
AMENDMENT TO CONSULTING SERVICES AGREEMENTConsulting Services Agreement • May 18th, 2023 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations
This AMENDMENT (the “Amendment”), dated as of May 15, 2023, (the “Amendment Effective Date”) is entered into by and between Mountain Views Strategy Ltd., having an address at 435 Ch. Du Refuge, Lac Superior, QC J0T 1P0 (“Consultant”) and EzFill Holdings, Inc., having an address at 2999 NE 191st St., Ste 500, Aventura, Florida 33180 (“Client”) to amend the agreement entered into by the Parties on February 15th, 2023 (the “Agreement”). MVS and EzFill may hereinafter be referred to individually as a Party and collectively as the Parties.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 1st, 2021 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • Florida
This Asset Purchase Agreement (this “Agreement”), dated as of February 2020, is entered into between Neighborhood Fuel, Inc., a Delaware corporation (“Seller”) and Neighborhood Fuel Holdings, LLC., a Nevada limited liability Company (“Buyer”) and solely for purposes of Section 1.04 hereof, EzFill Holdings, Inc. (the “Company”).
Asset Sale and Purchase AgreementAsset Sale and Purchase Agreement • June 1st, 2021 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • Florida
This Asset Sale and Purchase Agreement (the “Agreement”), dated as of April 9, 2019, is entered into by and between EzFILL FL, LLC. a ___________ corporation with offices at _______________ (“Seller”) and EzFILL HOLDINGS, INC., a Delaware Corporation/Company, with offices at 350 Lincoln Rd, 4th Floor, Miami Beach, Fl. 33139 (“Buyer”).
CONSULTING AGREEMENTConsulting Agreement • January 27th, 2023 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations
THIS CONSULTING AGREEMENT (the “Agreement”), dated as of January 23, 2023 by and between EzFill Holdings, Inc., a Delaware corporation (“EzFill”) and Lunar Project LLC a limited liability company with an address at 3121 N. Bay Road, Miami Beach, FL 33140 (the “Consultant” and together with EzFill, the “Parties”, and each a “Party”).
TECHNOLOGY LICENSE AGREEMENT WITH OPTION TO PURCHASETechnology License Agreement • June 1st, 2021 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • Florida
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • February 3rd, 2022 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • Florida
This Separation Agreement and Release (the “Agreement”) is entered into this 28th day of January 2022, by and between EzFill Holdings, Inc. a Delaware Corporation, on behalf of itself, its parents, subsidiaries, and other corporate affiliates, and each of their respective present and former employees, officers, directors, owners, shareholders, and agents, legal representatives, and trustees, individually and in their official capacities (collectively referred to as the “Company”), and Ms. Cheryl Hanrehan (the “Employee”), residing at 4851 Williamsburg Blvd, Arlington, VA 22207. The Company and the Employee are collectively referred to as the “Parties” and individually as a “Party”.
GLOBAL AMENDMENT TO PROMISSORY NOTESEzFill Holdings Inc • February 23rd, 2024 • Retail-auto dealers & gasoline stations
This GLOBAL AMENDMENT TO PROMISSORY NOTES (the “Amendment”) is dated effective as of February 19, 2024 (the “Amendment Effective Date”), by and between EzFill Holdings, Inc., a Delaware Corporation (the “Company”) and AJB Capital Investments, LLC, a Delaware limited liability company (“AJB” and together with the Company, the “Parties”).
Employment Agreement between EzFill Holdings Inc. and Avishai VakninEmployment Agreement • April 25th, 2023 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations
This Employment Agreement is made between EzFill Holdings, Inc. (the “Company”) and Avishai Vaknin for the position of Chief Technology Officer (“CTO”). As CTO, you will be reporting to the CEO and you will be working from our offices in Aventura, Florida.
Employment letter agreement between EzFill Holdings Inc. and Rick DeryEmployment Letter Agreement • November 27th, 2020 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations
On behalf of EzFill Holdings, Inc. (the “Company”), I am pleased to offer you the position of Chief Commercial Officer (“CCO”). As CCO you will be reporting to the Company’s CEO and working remotely. Your Employment Start Date will be Monday November 2, 2020.
EZFILL HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • January 27th, 2023 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • Delaware
This Stock Option Agreement (this “Agreement”) is made and entered into as of January 23, 2023 by and between EzFill Holdings, Inc., a Delaware corporation (the “Company”) and Lunar Project LLC a limited liability company with an address at 3121 N. Bay Road, Miami Beach, FL 33140 (the “Participant”).
Amended and Restated Employment Agreement between EzFill Holdings Inc. and Arthur LevineEmployment Agreement • January 12th, 2023 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations
This Employment Agreement is made between EzFill Holdings, Inc and Arthur Levine and supersedes all previous agreements and understandings with respect to such employment relationship. As Chief Financial Officer, you will be reporting to Mike McConnell, CEO.
Employment Agreement between EzFill Holdings Inc. and Michael McConnellEmployment Agreement • June 1st, 2021 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations
This Employment Agreement is made between EzFill Holdings, Inc and Michael McConnell and supersedes all previous agreements and understandings with respect to such employment relationship. As Chief Executive Officer, you will be reporting to the Board of Directors and you will be working remotely until your relocation to Florida.
Employment Agreement between EzFill Holdings Inc. and Yehuda LevyEmployment Agreement • April 25th, 2023 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations
This Employment Agreement is made between EzFill Holdings, Inc. (the “Company”) and Yehuda Levy for the position of Interim Chief Executive Officer (“CEO”). As Interim CEO, you will be reporting to the Company’s board and you will be working from our offices in Aventura, Florida.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • June 3rd, 2022 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • Florida
This Separation Agreement and Release (the “Agreement”) is entered into this 1st day of June 2022, by and between EzFill Holdings, Inc. a Delaware Corporation, on behalf of itself, its parents, subsidiaries, and other corporate affiliates, and each of their respective present and former employees, officers, directors, owners, shareholders, and agents, legal representatives, and trustees, individually and in their official capacities (collectively referred to as the “Company”), and Mr. Michael Devoe (the “Employee”), residing at [**]. The Company and the Employee are collectively referred to as the “Parties” and individually as a “Party”.
Amended and Restated Employment Agreement between EzFill Holdings Inc. and Michael McConnellEmployment Agreement • January 12th, 2023 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations
This Employment Agreement is made between EzFill Holdings, Inc and Michael McConnell and supersedes all previous agreements and understandings with respect to such employment relationship. As Chief Executive Officer, you will be reporting to the Board of Directors and you will be working from our offices in Aventura, Florida.
MASTER SERVICES AGREEMENTMaster Services Agreement • January 25th, 2023 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • Florida
GLOBAL AMENDMENT TO PROMISSORY NOTESEzFill Holdings Inc • February 23rd, 2024 • Retail-auto dealers & gasoline stations
This GLOBAL AMENDMENT TO PROMISSORY NOTES (the “Amendment”) is dated effective as of February 19, 2024 (the “Amendment Effective Date”), by and between EzFill Holdings, Inc., a Delaware Corporation (the “Company”) and Next Charging, LLC a Florida limited liability company (“Next” and together with the Company, the “Parties”).
SERVICES AGREEMENTServices Agreement • April 25th, 2023 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations
THIS SERVICES AGREEMENT (the “Agreement”), dated as of April 19, 2023, is entered into by and between EzFill Holdings, Inc. a Delaware corporation having its principal offices at 2999 NE 191st St., Ste 500, Aventura, Fl. 33180 and/or its wholly-owned subsidiaries (“EzFill” or the “Company”) and Telx Computers Inc, a Florida corporation with a primary address of 67 NW 183rd Street, Miami, Fl. 33169 (“Service Provider” and together with EzFill, the “Parties”, and each a “Party”).
March 24, 2023EzFill Holdings Inc • March 29th, 2023 • Retail-auto dealers & gasoline stations
ASSET PURCHASE AND FUEL SUPPLY AGREEMENTAsset Purchase and Fuel Supply Agreement • March 3rd, 2022 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • Florida
This Asset Purchase and Fuel Supply Agreement (this “Agreement”), dated as of March 2, 2022, is entered into between Full Service Fueling, Inc., a Florida corporation (“Seller”) and EzFill Holdings, Inc., a Delaware corporation (“Buyer” or “EzFill”).
GLOBAL AMENDMENT TO PROMISSORY NOTESEzFill Holdings Inc • May 15th, 2024 • Retail-auto dealers & gasoline stations
This GLOBAL AMENDMENT TO PROMISSORY NOTES (the “Amendment”) is dated effective as of May 9, 2024 (the “Amendment Effective Date”), by and between EzFill Holdings, Inc., a Delaware Corporation (the “Company”) and AJB Capital Investments, LLC, a Delaware limited liability company (“AJB” and together with the Company, the “Parties”).
Employment Agreement between EzFill Holdings Inc. and McConnellEmployment Agreement • November 27th, 2020 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations
On behalf of EzFill Holdings, Inc. (the “Company”), I am pleased to offer you the position of Chief Executive Officer (“CEO”). As CEO you will be reporting to the Company’s board of directors and working remotely until your relocation to Florida. Your Employment Start Date will be Monday, October 12, 2020.
