OFFICE LEASE by and between LPC CORRIDORS, LLC, an Arizona limited liability company (“Landlord”) and EVO TRANSPORTATION & ENERGY SERVICES INC., a Delaware corporation (“Tenant”) Dated as of November 27, 2019Office Lease • August 10th, 2021 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations • Arizona
THIS OFFICE LEASE is made between LPC CORRIDORS, LLC, an Arizona limited liability company (“Landlord”), and the Tenant described in Item 1 of the Basic Lease Provisions.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 8th, 2023 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Executive Employment Agreement (the “Agreement”) is entered into and effective as of September 1, 2023 (the “Effective Date”), by and between EVO Transportation & Energy Services, Inc. (the “Company”) and James Faught, a Kansas resident (“Executive”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 6th, 2022 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Indemnification Agreement (“Agreement”), dated as of May 31, 2022, is by and between EVO Transportation & Energy Services, Inc., a Delaware corporation (the “Company”), and Raph Posner (the “Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 1st, 2022 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations • Arizona
This Executive Employment Agreement (the "Agreement”) is entered into and effective as of February 1, 2021 (the “Effective Date”), by and between EVO Transportation & Energy Services, Inc. (the “Company”) and R. Scott Wheeler (“Executive”).
EVO Transportation & Energy Services, Inc. AMENDED AND RESTATED STOCK OPTION AGREEMENTStock Option Agreement • September 24th, 2019 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations • Minnesota
THIS STOCK OPTION AGREEMENT (“Option Agreement”) is entered into as of the “Grant Date” set forth below, by and between EVO Transportation & Energy Services, Inc., a Delaware corporation (the “Company”) and the person named below (the “Optionee”). The Option granted hereby is granted under the EVO Transportation & Energy Services, Inc. Amended and Restated 2018 Stock Incentive Plan (the “Plan”). Unless otherwise defined herein, terms used in this Option Agreement that are defined in the Plan will have the meanings given to them in the Plan.
THE NOTEHOLDERS SET FORTH HEREINExchange Agreement • September 14th, 2022 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations • New York
THIS EXCHANGE AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of September 8, 2022, by and among (a) EVO Transportation & Energy Services, Inc., a Delaware corporation (the “Company”), (b) EVO Equipment Leasing, LLC a Delaware limited liability company and a direct wholly-owned Subsidiary of the Company (together with the Company, each an “EVO Party” and, collectively, the “EVO Parties”), and (c) the beneficial owners of the Existing Promissory Note as identified on the signature pages hereto (collectively, the “Noteholder” or “Noteholders”). Unless otherwise set forth in this Agreement, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 1.1.
EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2019 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations • Maryland
This Employment Agreement (the “Agreement”) is entered into and effective as of September 16, 2019 (the “Effective Date”), by and between EVO Transportation & Energy Services, Inc. (the “Company”) and Matthew Ritter (“Executive”).
EVO Transportation & Energy Services, Inc., a Delaware corporation COMMON STOCK PURCHASE WARRANTWarrant Agreement • June 7th, 2018 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations
This Common Stock Purchase Warrant (this “Warrant”) certifies that, for value received, the Warrant Holder named above is entitled to purchase from EVO Transportation & Energy Services, Inc., a Delaware corporation (the “Company”), during the period specified in this Warrant, Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (333,333) fully paid and non-assessable shares of Common Stock (“Warrant Stock”), at the purchase price per share provided in Section 1.2 of this Warrant (the “Warrant Exercise Price”), all subject to the terms and conditions set forth in this Warrant. Capitalized terms not otherwise defined shall have the meanings set forth in Section 5 below. This Warrant is issued in connection with that certain Equity Purchase Agreement by and between the Company and the Warrant Holder dated June 1, 2018 (the “Purchase Agreement”).
AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTESecured Convertible Promissory Note • May 30th, 2019 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations
This Amendment to Secured Convertible Promissory Note is made and entered into effective as of April 22, 2019, by and between EVO Transportation & Energy Services, Inc. (“Borrower”) and Thomas J. Kiley (“Noteholder”).
SECOND AMENDMENT TO SECURED CONVERTIBLE PROMISSORY NOTESecured Convertible Promissory Note • March 29th, 2022 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations
This Second Amendment to Secured Convertible Promissory Note is made and entered into effective as of March 11, 2022, by and between EVO Transportation & Energy Services, Inc. (“Borrower”) and Danny R. Cuzick (“Noteholder”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 29th, 2016 • Minn Shares Inc • Blank checks • Minnesota
This Executive Employment Agreement (the "Agreement”) is entered into as of November 1, 2016 by and between Shock, Inc. (the “Company”) and Randy W. Gilbert (“Executive”). This Agreement will become effective upon the Company successfully acquiring a third party with at least four (4) additional compressed natural gas stations (the “Effective Date”). Absent such event, this Agreement shall be null and void and of no force or effect. This Agreement cancels and supersedes the Executive Employment Agreement between Executive and the Company signed by Executive on August 4, 2016.
EVO Transportation & Energy Services, Inc., a Delaware corporation COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • June 4th, 2019 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations
This Common Stock Purchase Warrant (this “Warrant”) certifies that, for value received, the Warrant Holder named above is entitled to purchase from EVO Transportation & Energy Services, Inc., a Delaware corporation (the “Company”), during the period specified in this Warrant, [________] (______) fully paid and non-assessable shares of Common Stock (“Warrant Stock”), at the purchase price per share provided in Section 1.2 of this Warrant (the “Warrant Exercise Price”), all subject to the terms and conditions set forth in this Warrant. Capitalized terms not otherwise defined shall have the meanings set forth in Section 5 below. This Warrant is issued in connection with the Company’s private offering of up to 8,000,000 units, with each unit consisting of one share of Common Stock and one warrant to purchase one share of Common Stock (the “Offering”).
NATURAL GAS SERVICE AND PIPELINE AGREEMENTNatural Gas Service and Pipeline Agreement • April 18th, 2017 • Minn Shares Inc • Retail-auto dealers & gasoline stations • Texas
THIS AGREEMENT effective as of the 12th day of November, 2014, is by and between Environmental Alternative Fuels, LLC an Arizona Limited Liability Company, hereinafter referred to as “Buyer” and LDC, llc., a Texas Limited Liability Company, hereinafter referred to as “Pipeline”.
STOCK REDEMPTION AGREEMENTStock Redemption Agreement • March 30th, 2020 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations • Arizona
This Stock Redemption Agreement (the “Agreement”) is made effective as of March 24, 2020 (the “Effective Date”), by and between Danny Cuzick “Stockholder”) and EVO Transportation & Energy Services, Inc., a Delaware corporation (the “Company”).
FIRST AMENDMENT OF LEASELease • September 14th, 2022 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations
This FIRST AMENDMENT OF LEASE (this “Amendment”), dated as of September 8, 2022 (the “Effective Date”), is entered into by and between (a) Ursa Group LLC, a Wisconsin limited liability company (“Landlord”), whose address for purposes of this Amendment is 245 Legend Heights, Wales, WI 53183 and (b) Ursa Major Corporation, a Wisconsin corporation (“Tenant”), whose address for purposes of this Amendment is 6925 South 6th Street, Suite 100, Oak Creek, WI 53154. Capitalized terms used, but not defined herein, are given the meanings set forth in the Lease.
GROUND LEASE AGREEMENTGround Lease Agreement • June 30th, 2022 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations • New Jersey
This Ground Lease Agreement (the “Lease”) is made as of this 4th day of March, 2022, between 1230 MCCARTER HIGHWAY LLC, a New Jersey limited liability company having an office at 76 West Minster Court, Staten Island, New York 10304 (“Landlord”); and EVO Transportation & Energy Services, Inc., a Delaware corporation having a business address at 2075 W Pinnacle Peak Rd, Ste 130, Phoenix, Arizona 85027 (“Tenant”).
AGREEMENT AND PLAN OF SECURITIES EXCHANGE BY AND AMONG MINN SHARES INC., TITAN CNG LLC AND THE MEMBERS OF TITAN CNG LLC IDENTIFIED HEREINAgreement and Plan of Securities Exchange • November 29th, 2016 • Minn Shares Inc • Blank checks • Delaware
This Agreement and Plan of Securities Exchange (this “Agreement”) is entered into as of November 22, 2016, by and among Minn Shares Inc., a Delaware corporation (“Minn Shares”), Titan CNG LLC, a Delaware limited liability company (the “Company”), and the holders of 100% of the outstanding membership interests of the Company (the “Members”). Collectively, the Company and the Members are referred to herein as the “Company Parties.” Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • June 7th, 2017 • Minn Shares Inc • Retail-auto dealers & gasoline stations • Minnesota
This Subscription Agreement (this “Agreement”) is being delivered to you in connection with your investment in “Units” consisting of one share of common stock (the “Common Stock”) and an attached warrant (“Warrant”) to purchase one share of Common Stock at an exercise price of $5.00 per share of Minn Shares Inc., a Delaware corporation (the “Company”). For purposes of this Agreement, Units, Common Stock and Warrants may be collectively referred to as the “Securities.” The form of Warrant is attached hereto as Exhibit A. The Offering is being conducted on a “best efforts”, no minimum basis. No funds received in the Offering will be escrowed.
FIFTH LOAN EXTENSION AGREEMENTLoan Extension Agreement • August 17th, 2022 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations
This FIFTH LOAN EXTENSION AGREEMENT (this “Agreement”) is made as of August 12, 2022, by and among (i) EVO TRANSPORTATION & ENERGY SERVICES, INC., a Delaware corporation having its principal office at 2075 West Pinnacle Peak Rd., Suite 130, Phoenix AZ 85027 (“Borrower”), and each subsidiary of Borrower listed on the signature pages hereto or that after the date hereof delivers such a signature page (each a “Guarantor”, collectively, the “Guarantors” and, together with Borrower, the “Loan Parties” and each a “Loan Party”), (ii) ANTARA CAPITAL MASTER FUND LP and/or one or more managed funds or accounts (the “Lender”), and (iii) each lender listed on Schedule I of the Loan Agreement (as defined below) (each, an “Executive Lender” and together, the “Executive Lenders”). Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Loan Agreement.
MASTER RETAIL GAS SALES AGREEMENTMaster Retail Gas Sales Agreement • April 18th, 2017 • Minn Shares Inc • Retail-auto dealers & gasoline stations
Integrys Energy Services — Natural Gas, LLC, a Delaware limited liability company, (hereinafter referred to as the “Seller”) and EVO LLC (hereinafter referred to as the “Buyer”), each a “Party” and collectively “Parties”, hereto agree as of November 1, 2013 to the terms of this Master Retail Gas Sales Agreement (the “Agreement”) as follows:
EVO Transportation & Energy Services, Inc. SUBSCRIPTION AGREEMENTSubscription Agreement • July 25th, 2019 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Subscription Agreement (this “Agreement”) is made as of July 15, 2019 between EVO Transportation & Energy Services, Inc., a Delaware corporation (the “Company”) and Clifford Finkle IV (the “Subscriber”).
FUEL PURCHASE AGREEMENTFuel Purchase Agreement • April 18th, 2017 • Minn Shares Inc • Retail-auto dealers & gasoline stations • Arizona
THIS FUEL PURCHASE AGREEMENT (this “Agreement”) is entered into as of this 1st day of October, 2013, by and between Environmental Alternative Fuels, LLC, a Delaware limited liability company (“Company”), and Central Freight Lines, Inc. a Delaware limited liability company (“Customer”).
AMENDED STOCK OPTION AGREEMENTStock Option Agreement • June 30th, 2022 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations • Minnesota
THIS AMENDED STOCK OPTION AGREEMENT (“Amended Option Agreement”) is entered into as of March 18, 2022, by and between EVO Transportation & Energy Services, Inc., a Delaware corporation (the “Company”) and Danny Cuzick (the “Optionee”).
SUBORDINATION AGREEMENT (Affiliated Creditor)Subordination Agreement • September 20th, 2019 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations • New York
This SUBORDINATION AGREEMENT, dated as of September 16, 2019 (this “Agreement”), is among Danny R. Cuzick (the “Subordinated Lender”), EVO Transportation & Entergy Services, Inc. (the “Subordinated Borrower”), and Cortland Capital Market Services LLC, in its capacity as collateral agent under the Financing Agreement described below (in such capacity and together with its successors and assigns acting in such capacity, the “Collateral Agent”).
FINANCING AGREEMENT dated as of September 16, 2019 among EVO TRANSPORTATION & ENERGY SERVICES, INC. AND EACH SUBSIDIARY THEREOF LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, ALL OTHER SUBSIDIARIES OF EVO TRANSPORTATION & ENERGY...Financing Agreement • September 20th, 2019 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations • New York
This FINANCING AGREEMENT, dated as of September 16, 2019, is entered into by and among EVO TRANSPORTATION & ENERGY SERVICES, INC., a Delaware corporation (“Company”) and each subsidiary of the Company listed as a “Borrower” on the signature pages hereto (together with the Company and each other Person (as hereinafter defined) that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), and all other Subsidiaries of Company, as Guarantors, the Lenders from time to time party hereto, and CORTLAND CAPITAL MARKET SERVICES LLC and its successors to serve as administrative agent and collateral agent under the Loan Documents (in such capacities, the “Administrative Agent” and the “Collateral Agent,” as applicable, and from time to time referred to herein without differentiation as an “Agent” and collectively as the “Agents”).
AMENDED AND RESTATED SENIOR SECURED LOAN AND EXECUTIVE LOAN AGREEMENTSenior Secured Loan Agreement • January 5th, 2024 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations
This Loan Agreement amends and restates in its entirety that certain Senior Secured Loan and Executive Loan Agreement by and among the Loan Parties, Antara Lender and Executive Lenders dated as of March 11, 2022, as amended by the Loan Extension Agreement dated May 31, 2022; the Second Loan Extension Agreement dated June 30, 2022; the Third Loan Extension Agreement dated July 8, 2022; the Fourth Loan Extension Agreement dated July 15, 2022; the Fifth Loan Extension Agreement dated August 12, 2022, and the Sixth Loan Extension Agreement dated September 8, 2022 (the “Original Loan Agreement”), with the exception of the Schedules to the Original Loan Agreement which have been updated from time to time and have been made available to and continue to remain available to Antara Lender. Any references in this agreement to Schedules II, III, IV, V, VI, VII, VIII, IX and X shall be deemed to reflect such updated additional information that has been made available to Antara Lender.
EVO Transportation & Energy Services, Inc. SUBSCRIPTION AGREEMENTSubscription Agreement • February 7th, 2019 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Subscription Agreement (this “Agreement”) is made as of February 1, 2019 between EVO Transportation & Energy Services, Inc., a Delaware corporation (the “Company”) and Ursula Lampsa (the “Subscriber”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 7th, 2019 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations • Wisconsin
This Employment Agreement (the “Agreement”) is entered into as of February 1, 2019, by and between Ursa Major Corporation (the “Company”) and John Lampsa (“Employee”). This Agreement will become effective upon the Closing of the transactions set forth in that separate Agreement and Plan of Merger, dated the same date as this Agreement, by and among EVO Transportation & Energy Services, Inc. (“Parent”), EVO Merger Sub, Inc., Employee, and Ursula Lampsa, as Closing is defined therein (the “Effective Date”). Absent such Closing, this Agreement shall be null and void and of no force or effect.
AMENDMENT To EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • May 30th, 2019 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations • Missouri
THIS AMENDMENT TO EQUITY PURCHASE AGREEMENT (this “Amendment”) is made effective as of April 30, 2019, by and between EVO Transportation & Energy Services, Inc., a Delaware corporation (“Company”) and Billy (Trey) Peck Jr. (“Peck”). Capitalized terms used herein and not otherwise defined have the meanings given to such terms in in the Original Agreement (as defined below).
SECURITIES PURCHASE AGREEMENT BY AND AMONG EVO TRANSPORTATION & ENERGY SERVICES, INC., EVO HOLDING COMPANY, LLC and ANTARA CAPITAL MASTER FUND LP Dated September 8, 2022Securities Purchase Agreement • September 14th, 2022 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations • Delaware
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated September 8, 2022, by and among (i) ANTARA CAPITAL MASTER FUND LP, a Cayman Islands exempted limited partnership (“Buyer”), (ii) EVO TRANSPORTATION & ENERGY SERVICES, INC., a Delaware corporation (the “Company”) and (iii) EVO HOLDING COMPANY, LLC, a Delaware limited liability company (“Subsidiary HoldCo”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 20th, 2019 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Subscription Agreement (this “Agreement”) is made as of September 16, 2019 between EVO Transportation & Energy Services, Inc., a Delaware corporation (the “Company”) and Matthew Ritter and Michael Ritter (each, individually, a “Subscriber” and collectively, the “Subscribers”). The Subscribers owned all of the issued and outstanding equity interests (collectively, the “Equity Interests”) of John W. Ritter, Inc. (the “Acquired Company”).
FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (OAK CREEK)Asset Purchase and Sale Agreement • November 16th, 2023 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations
THIS FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (OAK CREEK) (“Amendment”) is made and entered into effective as of the 12th day of October, 2023 (“Effective Date”), by and between ENVIRONMENTAL ALTERNATIVE FUELS, LLC (“Seller”), a Delaware limited liability company and wholly-owned subsidiary of EVO Transportation & Energy Services, Inc., a Delaware corporation, and CLEAN ENERGY, a California corporation, and/or its assigns as designee (“Buyer”). Seller and Buyer are referred to herein collectively as the “Parties” and individually as a “Party”.
South Coast Contract No. 16059Contract • November 29th, 2016 • Minn Shares Inc • Blank checks • California
LEASE - BUSINESS PROPERTYLease Agreement • August 10th, 2021 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations
THIS LEASE, is entered into on January 29th, 2018, by and between Penta Partners, LLC, an Iowa Limited Liability Company (“Landlord”) whose address for the purpose of this lease is 5700 University Avenue, Suite 220, West Des Moines, IA 50266, and Sheehy Mail Contractors Inc., a Wisconsin Corporation (“Tenant”) whose address for the purpose of this lease is 127 Central Avenue, Waterloo, WI 53594.
EVO Transportation & Energy Services, Inc. SUBSCRIPTION AGREEMENTSubscription Agreement • June 7th, 2018 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Subscription Agreement (this “Agreement”) is made as of June 1, 2018 between EVO Transportation & Energy Services, Inc., a Delaware corporation (the “Company”) and Billy (“Trey”) Peck Jr. (the “Subscriber”).
