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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/28/21 EzFill Holdings Inc. S-1/A 92:8M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 879K
(General Form)
2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 330K
3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 114K
4: EX-5.1 Opinion of Counsel re: Legality HTML 28K
5: EX-10.11 Material Contract HTML 44K
6: EX-10.12 Material Contract HTML 45K
7: EX-23.6 Consent of Expert or Counsel HTML 25K
14: R1 Document and Entity Information HTML 41K
15: R2 Consolidated Balance Sheets HTML 124K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 56K
17: R4 Consolidated Statements of Operations HTML 103K
18: R5 Consolidated Statements of Stockholders' Equity HTML 96K
(Deficit)
19: R6 Consolidated Statements of Cash Flows HTML 124K
20: R7 Nature of Organization and Summary of Significant HTML 71K
Accounting Policies
21: R8 Going Concern HTML 32K
22: R9 Related Party Transactions HTML 35K
23: R10 Fixed Assets HTML 37K
24: R11 Intangible Assets HTML 45K
25: R12 Accounts Payable and Accrued Liabilities HTML 41K
26: R13 Notes Payable HTML 39K
27: R14 Notes Payable - Related Party HTML 36K
28: R15 Convertible Notes Payable - Related Party HTML 30K
29: R16 SBA PPP Loan HTML 30K
30: R17 Shareholders Equity HTML 49K
31: R18 Commitments and Contingencies HTML 37K
32: R19 Business Combination HTML 58K
33: R20 Income Taxes HTML 46K
34: R21 Subsequent Events HTML 33K
35: R22 Nature of Organization and Summary of Significant HTML 117K
Accounting Policies (Policies)
36: R23 Nature of Organization and Summary of Significant HTML 31K
Accounting Policies (Tables)
37: R24 Fixed Assets (Tables) HTML 36K
38: R25 Intangible Assets (Tables) HTML 46K
39: R26 Accounts Payable and Accrued Liabilities (Tables) HTML 41K
40: R27 Notes Payable (Tables) HTML 31K
41: R28 Shareholders Equity (Tables) HTML 36K
42: R29 Business Combination (Tables) HTML 55K
43: R30 Income Taxes (Tables) HTML 45K
44: R31 Nature of Organization and Summary of Significant HTML 48K
Accounting Policies (Details Narrative)
45: R32 Nature of Organization and Summary of Significant HTML 64K
Accounting Policies (Details Narrative) (10-K)
46: R33 Nature of Organization and Summary of Significant HTML 28K
Accounting Policies - Schedule of Property and
Equipment Estimated Useful Life (Details) (10-K)
47: R34 Nature of Organization and Summary of Significant HTML 32K
Accounting Policies - Schedule of Finite Lived
Intangible Assets Estimated Useful Life (Details)
(10-K)
48: R35 Going Concern (Details Narrative) HTML 43K
49: R36 Going Concern (Details Narrative) (10-K) HTML 43K
50: R37 Related Party Transactions (Details Narrative) HTML 48K
51: R38 Related Party Transactions (Details Narrative) HTML 111K
(10-K)
52: R39 Fixed Assets (Details Narrative) HTML 27K
53: R40 Fixed Assets (Details Narrative) (10-K) HTML 27K
54: R41 Fixed Assets - Schedule of Fixed Assets (Details) HTML 37K
55: R42 Fixed Assets - Schedule of Fixed Assets (Details) HTML 36K
(10-K)
56: R43 Intangible Assets (Details Narrative) HTML 27K
57: R44 Intangible Assets (Details Narrative) (10-K) HTML 27K
58: R45 Intangible Assets - Schedule of Intangible Assets HTML 46K
(Details)
59: R46 Intangible Assets - Schedule of Intangible Assets HTML 46K
(Details) (10-K)
60: R47 Intangible Assets - Schedule of Amortization for HTML 34K
Intangible Assets (Details)
61: R48 Intangible Assets - Schedule of Amortization for HTML 34K
Intangible Assets (Details) (10-K)
62: R49 Accounts Payable and Accrued Liabilities - HTML 48K
Schedule of Accounts Payable and Accrued
Liabilities (Details)
63: R50 Accounts Payable and Accrued Liabilities - HTML 48K
Schedule of Accounts Payable and Accrued
Liabilities (Details) (10-K)
64: R51 Notes Payable (Details Narrative) HTML 56K
65: R52 Notes Payable (Details Narrative) (10-K) HTML 69K
66: R53 Notes Payable - Schedule of Maturities of HTML 43K
Long-Term Debt (Details)
67: R54 Notes Payable - Schedule of Maturities of HTML 43K
Long-Term Debt (Details) (10-K)
68: R55 Notes Payable - Related Party (Details Narrative) HTML 104K
(10-K)
69: R56 Convertible Notes Payable - Related Party (Details HTML 77K
Narrative) (10-K)
70: R57 SBA PPP Loan (Details Narrative) HTML 39K
71: R58 SBA PPP Loan (Details Narrative) (10-K) HTML 37K
72: R59 Shareholders Equity (Details Narrative) HTML 77K
73: R60 Shareholders/ Equity (Details Narrative) (10-K) HTML 108K
74: R61 Shareholders Equity - Schedule of Option Activity HTML 42K
(Details)
75: R62 Shareholders/ Equity - Schedule of Option Activity HTML 42K
(Details) (10-K)
76: R63 Commitments and Contingencies (Details Narrative) HTML 46K
77: R64 Commitments and Contingencies (Details Narrative) HTML 62K
(10-K)
78: R65 Business Combination (Details Narrative) HTML 32K
79: R66 Business Combinations (Details Narrative) (10-K) HTML 57K
80: R67 Business Combination - Summary of Fair Value of HTML 39K
Purchase Price Allocation (Details)
81: R68 Business Combinations - Summary of Fair Value of HTML 61K
Purchase Price Allocation (Details) (10-K)
82: R69 Business Combination - Schedule of Pro Forma HTML 37K
Combined Statements of Operations (Details) (10-K)
83: R70 Income Taxes (Details Narrative) HTML 29K
84: R71 Income Taxes (Details Narrative) (10 K) HTML 29K
85: R72 Income Taxes - Schedule of Deferred Tax Assets HTML 45K
(Details) (10 K)
86: R73 Income Taxes - Schedule of Components of Income HTML 38K
Tax Benefit (Details) (10 K)
87: R74 Income Taxes - Schedule of Provision for Income HTML 39K
Taxes (Details) (10 K)
88: R75 Subsequent Events (Details Narrative) HTML 108K
89: R76 Subsequent Events (Details Narrative) (10-K) HTML 67K
91: XML IDEA XML File -- Filing Summary XML 168K
90: EXCEL IDEA Workbook of Financial Reports XLSX 111K
8: EX-101.INS XBRL Instance -- ezfh-20210331 XML 1.44M
10: EX-101.CAL XBRL Calculations -- ezfh-20210331_cal XML 194K
11: EX-101.DEF XBRL Definitions -- ezfh-20210331_def XML 773K
12: EX-101.LAB XBRL Labels -- ezfh-20210331_lab XML 961K
13: EX-101.PRE XBRL Presentations -- ezfh-20210331_pre XML 1.02M
9: EX-101.SCH XBRL Schema -- ezfh-20210331 XSD 182K
92: ZIP XBRL Zipped Folder -- 0001493152-21-015396-xbrl Zip 131K
Exhibit 10.11
PROMISSORY NOTE
| $265,958.00 | June 25, 2021 |
FOR VALUE RECEIVED, EZFILL HOLDINGS, INC., a Delaware corporation having an address of 2125 Biscayne Blvd, #309, Miami, Florida 33137 (the “Borrower”), hereby promises to pay to the order of, LH MA 2 LLC, a limited liability corporation with an address at 58 Larch Hill Road, Lawrence, NY 11559 (the “Lender”), at Lender’s offices, or such other place as Lender shall designate in writing from time to time, the principal sum of $265,958.00 (the “Loan”), in US Dollars, together with interest thereon as hereinafter provided.
1. ORIGINAL ISSUE DISCOUNT. The Borrower agrees that the funding of the Loan shall be made by the Lender with original issue discount in an amount equal to 6% of the aggregate original principal amount of the Loan (i.e. $15,958).
2. INTEREST RATE. The unpaid principal balance of this Promissory Note (the “Note”) from day to day outstanding shall bear a fixed rate of interest equal to 1% per month. All interest will accrue until the Maturity Date.
3. PAYMENT OF PRINCIPAL AND INTEREST. Unless this Note is otherwise accelerated, or extended in accordance with the terms and conditions hereof, the entire outstanding principal balance of this Note plus all accrued interest shall be due and payable in full on December 25, 2021, or upon consummation of Borrowers initial public offering on a US exchange, whichever is sooner (the “Maturity Date”).
4. APPLICATION OF PAYMENTS. Except as otherwise specified herein, each payment or prepayment, if any, made under this Note shall be applied to pay late charges, accrued and unpaid interest, principal, , and any other fees, costs and expenses which Borrower is obligated to pay under this Note.
5. TENDER OF PAYMENT. Payment on this Note is payable on or before 5:00 p.m. on the due date thereof, at the office of Lender specified above and shall be credited on the date the funds become available, in Lender’s account, in lawful money of the United States.
6. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender as follows:
6.2. Execution of Loan Documents. This Note has been duly executed and delivered by Borrower. Execution, delivery and performance of this Note will not: (i) violate any contracts previously entered into by Borrower, provision of law, order of any court, agency or other instrumentality of government, or any provision of any indenture, agreement or other instrument to which he is a party or by which he is bound; (ii) result in the creation or imposition of any lien, charge or encumbrance of any nature; and (iii) require any authorization, consent, approval, license, exemption of, or filing or registration with, any court or governmental authority.
6.3. Obligations of Borrower. This Note is a legal, valid and binding obligation of Borrower, enforceable against him in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws or equitable principles relating to or affecting the enforcement of creditors’ rights generally.
6.4. Litigation. There is no action, suit or proceeding at law or in equity or by or before any governmental authority, agency or other instrumentality now pending or, to the knowledge of Borrower, threatened against or affecting Borrower or any of its properties or rights which, if adversely determined, would materially impair or affect: (i) Borrower’s right to carry on its business substantially as now conducted (and as now contemplated); (ii) its financial condition; or (iii) its capacity to consummate and perform its obligations under this Note.
6.5. No Defaults. Borrower is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained herein or in any material agreement or instrument to which he is a party or by which he is bound.
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6.6. No Untrue Statements. No document, certificate or statement furnished to Lender by or on behalf of Borrower contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein not misleading. Borrower acknowledges that all such statements, representations and warranties shall be deemed to have been relied upon by Lender as an inducement to make the Loan to Borrower.
6.7. Documentary and Intangible Taxes. Borrower shall be liable for all documentary stamp and intangible taxes assessed at the closing of the Loan or from time to time during the life of the Loan.
7. EVENTS OF DEFAULT. Each of the following shall constitute an event of default hereunder (an “Event of Default”): (a) the failure of Borrower to pay any amount of principal or interest hereunder with three (3) business days from when it becomes due and payable; or (b) the occurrence of any other default in any material term, covenant or condition hereunder, and the continuance of such breach for a period of ten (10) days after written notice thereof shall have been given to Borrower. Borrower shall promptly notify Lender of the occurrence of any default, Event of Default, adverse litigation or material adverse change in its financial condition.
8. REMEDIES. If an Event of Default exists, Lender may exercise any right, power or remedy permitted by law or as set forth herein, including, without limitation, the right to declare the entire unpaid principal amount hereof and all interest accrued hereon, to be, and such principal, interest and other sums shall thereupon become, immediately due and payable.
9. MISCELLANEOUS.
9.2. Disclosure of Financial Information. Lender is hereby authorized to disclose any financial or other information about Borrower to any regulatory body or agency having jurisdiction over Lender and to any present, future or prospective participant or successor in interest in any loan or other financial accommodation made by Lender to Borrower, so long as there is a mandatory requirement to provide such disclosure. The information provided may include, without limitation, amounts, terms, balances, payment history, return item history and any financial or other information about Borrower.
9.3. Integration. This Note constitutes the sole agreement of the parties with respect to the transaction contemplated hereby and supersede all oral negotiations and prior writings with respect thereto.
9.4. Borrower’s Obligations Absolute. The obligations of Borrower under this Note shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation:
9.4.1. any renewal, extension, amendment or modification of, or addition or supplement to or deletion from, this Note, or any other instrument or agreement referred to therein, or any assignment or transfer of any thereof;
9.4.2. any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such agreement or instrument or this Note;
9.4.3. any furnishing of any additional security to the Borrower or its assignee or any acceptance thereof or any release of any security by the Lender or its assignee; or
9.4.4. any limitation on any party’s liability or obligations under any such instrument or agreement or any invalidity or unenforceability, in whole or in part, of any such instrument or agreement or any term thereof.
9.5. No Implied Waiver. Lender shall not be deemed to have modified or waived any of its rights or remedies hereunder unless such modification or waiver is in writing and signed by Lender, and then only to the extent specifically set forth therein. A waiver in one event shall not be construed as continuing or as a waiver of or bar to such right or remedy in a subsequent event. After any acceleration of, or the entry of any judgment on, this Note, the acceptance by Lender of any payments by or on behalf of Borrower on account of the indebtedness evidenced by this Note shall not cure or be deemed to cure any Event of Default or reinstate or be deemed to reinstate the terms of this Note absent an express written agreement duly executed by Lender and Borrower.
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9.6. No Usurious Amounts. Notwithstanding anything herein to the contrary, it is the intent of the parties that Borrower shall not be obligated to pay interest hereunder at a rate which is in excess of the maximum rate permitted by law (the “Maximum Rate”). If by the terms of this Note, Borrower is at any time required to pay interest at a rate in excess of the Maximum Rate, the rate of interest under this Note shall be deemed to be immediately reduced to the Maximum Rate and the portion of all prior interest payments in excess of the Maximum Rate shall be applied to and shall be deemed to have been payments in reduction of the outstanding principal balance, unless Borrower shall notify Lender, in writing, that Borrower elects to have such excess sum returned to it forthwith. Borrower agrees that in determining whether or not any interest payable under this Note exceeds the Maximum Rate, any non-principal payment, including, without limitation, late charges, shall be deemed to the extent permitted by law to be an expense, fee or premium rather than interest.
9.7. Partial Invalidity. The invalidity or unenforceability of any one or more provisions of this Note shall not render any other provision invalid or unenforceable. In lieu of any invalid or unenforceable provision, there shall be automatically added hereto a valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.
9.8. Binding Effect. The covenants, conditions, waivers, releases and agreements contained in this Note shall bind, and the benefits thereof shall inure to, the parties hereto and their respective heirs, executors, administrators, successors and assigns; provided, however, that this Note cannot be assigned by Borrower without the prior written consent of Lender, and any such assignment or attempted assignment by Borrower shall be void and of no effect with respect to Lender.
9.9. Modifications. This Note may not be supplemented, extended, modified or terminated except by an agreement in writing signed by the party against whom enforcement of any such waiver, change, modification or discharge is sought.
9.10. Sales or Participations. Lender may, from time to time, sell or assign, in whole or in part, or grant participations in, the Loan, this Note and/or the obligations evidenced thereby. The holder of any such sale, assignment or participation, if the applicable agreement between Lender and such holder so provides, shall be: (a) entitled to all of the rights, obligations and benefits of Lender; and (b) deemed to hold and may exercise the rights of setoff or banker’s lien with respect to any and all obligations of such holder to Borrower, in each case as fully as though Borrower were directly indebted to such holder. Lender may in its discretion give notice to Borrower of such sale, assignment or participation; however, the failure to give such notice shall not affect any of Lender’s or such holder’s rights hereunder.
9.11. Jurisdiction; etc. Borrower hereby consents that any action or proceeding against him be commenced and maintained in any court in Miami-Dade County Florida and Borrower agrees that the courts in Miami-Dade County Florida shall have jurisdiction with respect to the subject matter hereof and the person of Borrower. Borrower agrees not to assert any defense to any action or proceeding initiated by Lender based upon improper venue or inconvenient forum.
9.12. Notices. All notices from the Borrower to Lender and Lender to Borrower required or permitted by an provision of this Note shall be in writing and sent by registered or certified mail or nationally recognized overnight delivery service and addressed to the address set forth above.
Notice given as hereinabove provided shall be deemed given on the date of its deposit in the United States Mail and, unless sooner actually received, shall be deemed received by the party to whom it is address on the third (3rd) calendar day following the date on which said notice is deposited in the mail, or if a courier system is used, on the date of delivery of the notice. The parties may add, deleted, or alter any address to which notice is to be provided by providing written notice of such change pursuant to the terms of this section.
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9.13. Governing Law. This Note shall be governed by and construed in accordance with the substantive laws of the State of Florida without regard to conflict of laws principles.
9.14. Waiver of Jury Trial. BORROWER AND LENDER AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT BY LENDER OR BORROWER, ON OR WITH RESPECT TO THIS NOTE OR ANY OTHER LOAN DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. LENDER AND BORROWER EACH HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND INTELLIGENTLY AND WITH THE ADVICE OF THEIR RESPECTIVE COUNSEL, WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. FURTHER, BORROWER WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS NOTE AND THAT LENDER WOULD NOT EXTEND CREDIT TO BORROWER IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS NOTE.
Borrower, intending to be legally bound, has duly executed and delivered this Note as of the day and year first above written.
BORROWER:
EzFill Holdings, Inc.
| By: | /s/ Michael McConnell | |
| Name: | Michael McConnell | |
| Title: | CEO |
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| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/25/21 | ||||
| Filed on: | 6/28/21 | CORRESP | ||
| 6/25/21 | UPLOAD | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/08/24 EzFill Holdings Inc. S-1/A 83:16M M2 Compliance LLC/FA 2/01/24 EzFill Holdings Inc. S-1/A 3:625K M2 Compliance LLC/FA 1/18/24 EzFill Holdings Inc. S-1/A 98:15M M2 Compliance LLC/FA 12/15/23 EzFill Holdings Inc. S-1/A 102:15M M2 Compliance LLC/FA 11/28/23 EzFill Holdings Inc. S-1 103:15M M2 Compliance LLC/FA 3/20/23 EzFill Holdings Inc. 10-K 12/31/22 76:6.7M M2 Compliance LLC/FA 12/22/22 EzFill Holdings Inc. S-3 4:393K M2 Compliance LLC/FA 11/14/22 EzFill Holdings Inc. 10-Q 9/30/22 65:4.5M M2 Compliance LLC/FA 8/12/22 EzFill Holdings Inc. 10-Q 6/30/22 65:4.3M M2 Compliance LLC/FA 5/13/22 EzFill Holdings Inc. 10-Q 3/31/22 65:4M M2 Compliance LLC/FA 3/09/22 EzFill Holdings Inc. 10-K 12/31/21 75:6M M2 Compliance LLC/FA 11/10/21 EzFill Holdings Inc. 10-Q 9/30/21 56:4.1M M2 Compliance LLC/FA 8/20/21 EzFill Holdings Inc. S-1/A 88:7.3M M2 Compliance LLC/FA 8/17/21 EzFill Holdings Inc. S-1/A 90:7.9M M2 Compliance LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/01/21 EzFill Holdings Inc. S-1 105:11M M2 Compliance LLC/FA |