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”).
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:
EXHIBIT A Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • August 17th, 2021 • EzFill Holdings Inc • 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).
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”).
Up to $2,096,000 Shares of Common Stock ATM Sales AgreementAtm Sales Agreement • February 17th, 2023 • EzFill Holdings Inc • 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:
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”.
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 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 NOTESPromissory Note Amendment • January 18th, 2024 • EzFill Holdings Inc • 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”).
GLOBAL AMENDMENT TO PROMISSORY NOTESPromissory Notes • January 18th, 2024 • EzFill Holdings Inc • 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 NOTESPromissory Notes • January 18th, 2024 • EzFill Holdings Inc • 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”).
MOBILE FUELING VENDOR AGREEMENTMobile Fueling Vendor Agreement • December 19th, 2024 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • New York
This Mobile Fueling Vendor Agreement (this “Agreement”), between Amazon Logistics, Inc., a Delaware corporation (“Amazon”), and EzFill Holdings, Inc. (“Fueling Vendor”) (Amazon and Fueling Vendor are referred to herein individually as a “Party” and collectively as the “Parties”), is effective as of the date of signature by the last signing party (“Effective Date”).
Second Amended and Restated Exchange Agreement by and among EZFill Holdings, Inc., all of the Shareholders of NextNRG Holding Corp. (formerly known as Next Charging LLC) and Michael Farkas as the Shareholders’ RepresentativeExchange Agreement • June 14th, 2024 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • Delaware
This Second 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 shareholders of NextNRG Holding Corp., a Nevada corporation (“NextNRG”) as set forth on the signature pages hereof (the “Shareholders”); and (iii) Michael Farkas as the representative of the Shareholders (the “Shareholders’s Representative”). Each of the Company, the Shareholders and the Shareholders’ Representative may be referred to herein collectively as the “Parties” and separately as a “Party”.
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”).
Exchange Agreement by and among EzFill Holdings, Inc. and NextNRG Holding Corp.Exchange Agreement • August 20th, 2024 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • Delaware
This Exchange Agreement (together with the exhibits and other attachments hereto, this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between (i) EzFill Holdings, Inc., a Delaware corporation (the “Company”) and (ii) NextNRG Holding Corp., a Nevada corporation (“Holder”). Each of the Company and Holder may be referred to herein collectively as the “Parties” and separately as 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 • 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 NOTESPromissory Note • February 23rd, 2024 • EzFill Holdings Inc • 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”).
Second Amendment to Second Amended and Restated Exchange AgreementSecond Amended and Restated Exchange Agreement • September 27th, 2024 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • Delaware
This Second Amendment to Second Amended and Restated Exchange Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) EzFill Holdings, Inc., a Delaware corporation (the “Company”); and (ii) Michael Farkas (the “Shareholders’ Representative”). The Company and the Shareholders’ Representative may be referred to herein individually as a “Party” and, collectively, as the “Parties.”
Exchange Agreement by and among EzFill Holdings, Inc. and AJB Capital Investments LLCExchange Agreement • August 20th, 2024 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • Delaware
This Exchange Agreement (together with the exhibits and other attachments hereto, this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between (i) EzFill Holdings, Inc., a Delaware corporation (the “Company”) and (ii) AJB Capital Investments LLC, a Delaware limited liability company (“Holder”). Each of the Company and Holder may be referred to herein collectively as the “Parties” and separately as a “Party.”
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 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”).
First Amendment to Second Amended and Restated Exchange AgreementExchange Agreement • July 25th, 2024 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • Delaware
This First Amendment to Second Amended and Restated Exchange Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”) by and among (i) EzFill Holdings, Inc., a Delaware corporation (the “Company”); and (ii) Michael Farkas (the “Shareholders’ Representative”). The Company and the Shareholders’ Representative may be referred to herein individually as a “Party” and, collectively, as the “Parties.”
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 • 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”.
Stock Purchase Agreement by and among EzFill Holdings, Inc. and NextNRG Holding Corp.Stock Purchase Agreement • August 20th, 2024 • EzFill Holdings Inc • Retail-auto dealers & gasoline stations • Delaware
This Stock Purchase Agreement (together with the exhibits and other attachments hereto, this “Agreement”) is entered into as of the date first set forth above (the “Closing Date”) by and between (i) EzFill Holdings, Inc., a Delaware corporation (the “Company”) and (ii) NextNRG Holding Corp., a Nevada corporation (“Buyer”). Each of the Company and Buyer may be referred to herein collectively as the “Parties” and separately 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
