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.
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.
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”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 14th, 2022 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations
This First Amendment (“First Amendment”) to the Loan and Security Agreement by and between Clean Energy, a California corporation (“Lender”) and Thunder Ridge Transport, Inc., a Missouri corporation (“Borrower”) dated as of August 31, 2017 (the “Agreement”), is made and executed effective as of September 2, 2022 (the “First Amendment Effective Date”) by and among Lender, Borrower, EVO Transportation & Energy Services, Inc., a Delaware corporation (“EVO”), and Billy L. (Trey) Peck Jr. (“Peck”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF EVO HOLDING COMPANY, LLC Dated as of September 8, 2022Limited Liability Company Operating Agreement • September 14th, 2022 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations • Delaware
This Amended and Restated Limited Liability Company Operating Agreement of EVO HOLDING COMPANY, LLC (the “Company”) is made as of September 8, 2022 (the “Effective Date”), by and among the Members listed on the signature pages hereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 1.1.
SIXTH LOAN EXTENSION AGREEMENTLoan Extension Agreement • September 14th, 2022 • EVO Transportation & Energy Services, Inc. • Retail-auto dealers & gasoline stations
This SIXTH LOAN EXTENSION AGREEMENT (this “Agreement”) is made as of September 8, 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.
