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following exhibits are filed as part of this Quarterly Report on Form 10-Q.
−Removed: Amended and Restated Certificate of Incorporation of the EzFill Holdings, Inc., 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.
−Removed: Bylaws of EzFill Holdings, Inc., 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.
+Added: Amended and Restated Certificate of Incorporation of the EzFill Holdings, Inc.
+Added: (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.)
+Added: Bylaws of EzFill Holdings, Inc.
+Added: (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 the Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, File 001-40809, filed with the Securities and Exchange Commission on September 16, 2021.)
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, File 001-40809, filed with the Securities and Exchange Commission on July 25, 2024.)
−Removed: Promissory Note between EzFill Holdings, Inc.
−Removed: and NextNRG Holding Corp.
−Removed: dated April 2, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on April 9, 2024.)
+Added: Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, File 001-40809, filed with the Securities and Exchange Commission on August 20, 2024.)
+Added: Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, File 001-40809, filed with the Securities and Exchange Commission on August 20, 2024.)
+Added: Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, File 001-40809, filed with the Securities and Exchange Commission on August 20, 2024.)
+Added: Certificate of Amendment to Certificate of Designations of Preferences and Rights of Series B Convertible Preferred Stock of the Company, as filed on August 16, 2024, with the Department of State, Division of Corporations, of the State of Delaware (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, File 001-40809, filed with the Securities and Exchange Commission on August 20, 2024.)
Promissory Note between EzFill Holdings, Inc.
and NextNRG Holding Corp.
−Removed: dated April 8, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on April 10, 2024.)
+Added: dated July 5, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on July 10, 2024.)
Promissory Note between EzFill Holdings, Inc.
and NextNRG Holding Corp.
−Removed: dated April 22, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on April 26, 2024.)
+Added: dated July 10, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on July 15, 2024.)
+Added: First Amendment dated July 22, 2024 to the Second Amended and Restated Exchange Agreement dated June 11, 2024 by and among EzFill Holdings, Inc.
+Added: and Michael Farkas, an individual, as the representative of the shareholders of NextNRG Holding Corp.
+Added: (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on July 25, 2024.)
Promissory Note between EzFill Holdings, Inc.
and NextNRG Holding Corp.
−Removed: dated May 8, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on May 14, 2024.)
−Removed: Global Amendment dated May 9, 2024 to the Promissory Notes between EzFill Holdings, Inc.
−Removed: and AJB Capital Investments, LLC.
−Removed: dated April 19, 2023, September 22, 2023 and October 13, 2023 (as further amended by global amendments dated January 17, 2024 and February 19, 2024) (incorporated by reference to the Company’s Current Report on Form 8-K, File No.
−Removed: 001-40809, filed with the Securities and Exchange Commission on May 15, 2024).
+Added: dated July 22, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on July 25, 2024.)
Promissory Note between EzFill Holdings, Inc.
and NextNRG Holding Corp.
−Removed: dated May 15, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on May 21, 2024.)
+Added: dated August 6, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on August 12, 2024.)
Promissory Note between EzFill Holdings, Inc.
and NextNRG Holding Corp.
−Removed: dated May 20, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on May 21, 2024.)
−Removed: Letter Agreement to promissory notes between EzFill Holdings, Inc.
+Added: dated August 14, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on August 15, 2024.)
+Added: Stock Purchase Agreement between EzFill Holdings, Inc.
and NextNRG Holding Corp.
−Removed: dated May 22, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on May 29, 2024.)
−Removed: Promissory Note between EzFill Holdings, Inc.
+Added: dated August 16, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on August 19, 2024.)
+Added: Exchange Agreement between EzFill Holdings, Inc.
and NextNRG Holding Corp.
−Removed: dated May 28, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on June 3, 2024.)
−Removed: Second Amended and Restated Exchange Agreement dated June 11, 2024 by and among EzFill Holdings, Inc., shareholders of NextNRG Holding Corp.
+Added: dated August 16, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on August 19, 2024.)
+Added: Exchange Agreement between EzFill Holdings, Inc.
+Added: and AJB Capital Investments LLC dated August 16, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on August 19, 2024.)
+Added: Second Amendment dated September 25, 2024 to the Second Amended and Restated Exchange Agreement dated June 11, 2024 by and among EzFill Holdings, Inc.
and Michael Farkas, an individual, as the representative of the shareholders of NextNRG Holding Corp.
−Removed: (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on June 14, 2024.)
−Removed: Promissory Note between EzFill Holdings, Inc.
−Removed: and NextNRG Holding Corp.
−Removed: dated June 10, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on June 14, 2024.)
−Removed: Promissory Note between EzFill Holdings, Inc.
−Removed: and NextNRG Holding Corp.
−Removed: dated June 24, 2024 (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on June 28, 2024.)
+Added: (incorporated by reference to the Company’s Current Report on Form 8-K file 001-40809, filed with the Securities and Exchange Commission on September 27, 2024.)
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act, as amended.
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behalf by the undersigned thereunto duly authorized.
−Removed: August 14, 2024
+Added: November 13, 2024
HOLDINGS, INC.
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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.