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Item 9A. Controls and Procedures

2023-03-20 compared with 2022-03-09 · 50 added, 62 removed, 99 unchanged (53% of the section changed)

51 unchanged sentences

Directors, Executive Officers and Corporate Governance

information required by this item will be set forth in our 2022Proxy Statement and is incorporated into this report by reference.

information required by this item will be set forth in our Proxy Statement for the 2023 Annual

Meeting of Stockholders and is incorporated into this report by reference.

Executive Compensation

17 unchanged sentences

and ThinkEquity LLC, incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 16, 2021.

and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.2 of the Registrant’s Registration

Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

of the Registrant, incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1 (333-256691),

as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

of Amendment to Amended and Restated Certificate of Incorporation.

Incorporated by reference to Exhibit 3.1 of the Registrant’s

Current Report on Form 8-K originally filed with the Securities and Exchange Commission on September 16, 2021.

of Common Stock Certificate of the Registrant, incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement

on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

of Representatives Warrant, incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1

(333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Asset Purchase and Fuel Supply Agreement dated March 2, 2022, incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2022.

Amended and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.2 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Bylaws of the Registrant, incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Certificate of Amendment to Amended and Restated Certificate of Incorporation.

Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K originally filed with the Securities and Exchange Commission on September 16, 2021.

Form of Common Stock Certificate of the Registrant, incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Form of Representatives Warrant, incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Description of Registrant’s Securities.

Purchase Agreement between Neighborhood Fuel, Inc.

and Neighborhood Fuel Holdings, LLC, dated as of February 19, 2020, incorporated

by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed

with the Securities and Exchange Commission on June 28, 2021.

Sale and Purchase Agreement between EzFill Fl, LLC and EzFill Holdings, Inc., dated as of April 9, 2019, incorporated by reference

to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the

Securities and Exchange Commission on June 28, 2021.

Note, dated November 24, 2020, incorporated by reference to Exhibit 10.8 of the Registrant’s Registration Statement on Form

S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Note, dated June 25, 2021 issued to LH MA 2 LLC, incorporated by reference to Exhibit 10.11 of the Registrant’s Registration

Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Note dated June 25, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.12 of the Registrant’s Registration

Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Note dated July 26, 2021 issued to LH MA 2 LLC, incorporated by reference to Exhibit 10.13 of the Registrant’s Registration

Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Note dated July 26, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.14 of the Registrant’s Registration

Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Note dated August 18, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.15 of the Registrant’s

Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June

Note dated August 19, 2021 issued to Hutton Capital Management, incorporated by reference to Exhibit 10.16 of the Registrant’s

Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June

Securities-Based

Line of Credit, Promissory Note, Security, Pledge and Guaranty Agreement, incorporated by reference to Exhibit 99.1 to the Registrant’s

Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2021.

Agreement between EzFill Holdings, Inc.

and Michael McConnell incorporated by reference to Exhibit 10.3 of the Registrant’s

Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June

Agreement between EzFill Holdings, Inc.

Asset Purchase Agreement between Neighborhood Fuel, Inc.

and Neighborhood Fuel Holdings, LLC, dated as of February 19, 2020, incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Asset Sale and Purchase Agreement between EzFill Fl, LLC and EzFill Holdings, Inc., dated as of April 9, 2019, incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Promissory Note, dated November 24, 2020, incorporated by reference to Exhibit 10.8 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Promissory Note, dated June 25, 2021 issued to LH MA 2 LLC, incorporated by reference to Exhibit 10.11 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Promissory Note dated June 25, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.12 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Promissory Note dated July 26, 2021 issued to LH MA 2 LLC, incorporated by reference to Exhibit 10.13 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Promissory Note dated July 26, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.14 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Promissory Note dated August 18, 2021 issued to the Farkas Group, Inc., incorporated by reference to Exhibit 10.15 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Promissory Note dated August 19, 2021 issued to Hutton Capital Management, incorporated by reference to Exhibit 10.16 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Securities-Based Line of Credit, Promissory Note, Security, Pledge and Guaranty Agreement, incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2021.

Employment Agreement between EzFill Holdings, Inc.

and Michael McConnell incorporated by reference to Exhibit 10.3 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Employment Agreement between EzFill Holdings, Inc.

and Richard Dery.

Incorporated by reference to Exhibit 10.7 to the Registrant’s Registration

Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Agreement between EzFill Holdings, Inc.

and Arthur Levine incorporated by reference to Exhibit 10.9 of the Registrant’s Registration

Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Incentive Plan incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (333-256691),

as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

License Agreement between Fuel Butler, LLC and EzFill Holdings, Inc.

incorporated by reference to Exhibit 10.10 of the Registrant’s

Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June

Incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Employment Agreement between EzFill Holdings, Inc.

and Arthur Levine incorporated by reference to Exhibit 10.9 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Stock Incentive Plan incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Technology License Agreement between Fuel Butler, LLC and EzFill Holdings, Inc.

incorporated by reference to Exhibit 10.10 of the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on June 28, 2021.

Securities-Based Line of Credit, Promissory Note, Security Pledge and Guaranty Agreement incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2021.

3 unchanged sentences

Asset Purchase and Fuel Supply Agreement dated March 2, 2022 incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2022.

of Subsidiaries incorporated by reference to Exhibit 21 to Amendment No.

4 to the Registrant’s Registration Statement

on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on August 20, 2021.

Certification

of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

Certification

of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

Certification

of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b)

or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C.

Form of Loading Rack Licensing Agreement, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2022.

Mutual Non-Solicitation and Non-Interference Agreement, incorporated by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2022.

Separation Agreement and Release Agreement dated June 1, 2022, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2022.

EZFill Holdings, Inc.

2022 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2022.

Separation Agreement and Release Agreement dated December 14, 2022, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 15, 2022.

Consulting Agreement by and between EzFill Holdings, Inc.

and Lunar Project LLC dated January 23, 2023, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2023.

Form of Non-Qualified Stock Option Agreement, incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2023.

Sales Agreement, dated February 17, 2023, by and between the Registrant and ThinkEquity LLC, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 17, 2023.

Consulting Agreement between Mountain Views Strategy Ltd.

and EzFill Holdings, Inc., incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2023.

List of Subsidiaries incorporated by reference to Exhibit 21 to Amendment No.

4 to the Registrant’s Registration Statement on Form S-1 (333-256691), as amended, originally filed with the Securities and Exchange Commission on August 20, 2021.

Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Securities Exchange Act, as amended, and 18 U.S.C.

Section 1350.

13 unchanged sentences

Executive Officer)

accordance with the Exchange Act, this Report has been signed below by the following persons on March 9, 2022 on behalf of the

registrant and in the capacities indicated.

accordance with the Exchange Act, this Report has been signed below by the following persons on March 17, 2023 on behalf of the registrant

and in the capacities indicated.

Michael McConnell

4 unchanged sentences

Financial Officer)

Cheryl Hanrehan

Daniel Arbour

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures