EVO Transportation & Energy Services, Inc. (Form: 8-K, Received: 06/07/2018 09:47:10)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2018

EVO Transportation & Energy Services, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-54218		37-1615850
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

8285 West Lake Pleasant Parkway, Peoria, AZ 85382

(Address of principal executive offices)

877-973-9191

Registrant’s telephone number, including area code:

Not Applicable

( Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registration under any of the following provisions ( see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

The information set forth in Items 2.01, 2.03 and 3.02 below is incorporated herein by reference into this Item 1.01.

Item 2.01

Completion of Acquisition or Disposition of Assets.

Entry into and Closing of Equity Purchase Agreement

On June 1, 2018, EVO Transportation & Energy Services, Inc. (the “Company”) entered into an equity purchase agreement (the “Purchase Agreement”) with Billy (Trey) Peck Jr. (“Peck”) pursuant to which the Company acquired all of the issued and outstanding shares (the “TR Shares”) in Thunder Ridge Transport, Inc., a Missouri corporation (“Thunder Ridge”), from Peck and Thunder Ridge became a wholly-owned subsidiary of the Company. Thunder Ridge is based in Springfield, Missouri and is engaged in the business of fulfilling government contracts for freight trucking services.

As consideration for the TR Shares, the Company issued a promissory note dated June 1, 2018 in the principal amount of $2,500,000 to Peck (the “TR Note”). The TR Note bears interest at 6% per year with a default interest rate of 9% per year and has a maturity date of the earlier of (a) the date the Company raises $40,000,000 in public or private offerings of debt or equity; (b) December 31, 2018 and (c) termination of Peck’s employment with the Company by the Company without cause or by Peck for good reason. The TR Note is secured by all of the assets of Thunder Ridge pursuant to a security agreement dated June 1, 2018 between the Company, Thunder Ridge, and Peck (the “Security Agreement”), and is also secured by the TR Shares, which the Company pledged to Peck pursuant to a stock pledge agreement dated June 1, 2018 between the Company and Peck (the “Pledge Agreement”).

The Company also agreed to pay $450,000 on behalf of Thunder Ridge to the Bank of Missouri, Thunder Ridge’s lender, within ten business days following such time as the Company raises at least $40,000,000 in a public or private debt or equity offering. In addition, approximately $1.8 million of Thunder Ridge indebtedness remained outstanding following completion of the transactions contemplated by the Purchase Agreement.

If the Company fails to repay the amounts outstanding under the TR Note or the $450,000 on or before December 31, 2018, Peck has the right to require the Company to return the TR Shares and effectively rescind the sale of the TR Shares to the Company.

The descriptions set forth above of the Purchase Agreement, the TR Note, the Pledge Agreement, and the Security Agreement are not complete and are subject to and qualified in their entirety by reference to the text of the Purchase Agreement, the TR Note, the Pledge Agreement, and the Security Agreement, copies of which are filed herewith as Exhibits 2.1, 10.1, 10.2, and 10.3, the terms of which are incorporated by reference.

Trey Peck Employment Agreement

On June 1, 2018, the Company entered into an employment agreement (the “Peck Employment Agreement”) with Peck pursuant to which Peck will serve as the executive vice president of business development of the Company. The Peck Employment Agreement provides for an initial term of four years, with automatic extensions (absent notice to the contrary) of one year upon the expiration of the initial term or any renewal term. Under the Peck Employment Agreement, Peck will be entitled to base compensation of $200,000 per year, incentive compensation based on Peck’s performance as determined by the Company’s board of directors and awards of stock options pursuant to any plans or arrangements the Company may have in effect from time to time.

If Peck is terminated without cause or he resigns with good reason, he will be entitled to receive severance, subject to his execution and non-revocation of a release of claims in favor of the Company and its officers, directors and affiliates, equal to any unpaid base salary, reimbursement for unpaid expenses and all other accrued payments or benefits through his termination date, plus the greater of: (1) his monthly base salary at the level in effect immediately prior to his termination date, multiplied by number of full or partial months, if any, in the period beginning on his termination date and ending on the date his initial employment term would have ended, if later than his termination date or (2) one-half of his annual base salary at the level in effect immediately prior to his termination date.

The Peck Employment Agreement also includes a customary confidentiality covenant and one-year post-termination nonsolicitation and non-interference covenants.

The description set forth above of the Peck Employment Agreement is not complete and is subject to and qualified in its entirety by reference to the text of the Peck Employment Agreement, a copy of which is filed herewith and the terms of which are incorporated by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 2.01 is incorporated herein by reference into this Item 2.03.

Item 3.02

Unregistered Sales of Equity Securities.

As additional consideration for the TR Shares and pursuant to a subscription agreement with Peck, on June 1, 2018, the Company issued to Peck (a) 500,000 shares of common stock, par value $0.0001 per share (“Common Stock”) and (b) the following warrants: (i) a warrant to purchase 333,333 shares of Common Stock at an exercise price of $3.00 per share (the “$3.00 Warrant”), (ii) a warrant to purchase 333,333 shares of Common Stock at an exercise price of $5.00 per share (the “$5.00 Warrant”), and (iii) a warrant to purchase 333,333 shares of Common Stock at an exercise price of $7.00 per share (the “$7.00 Warrant,” and together with the $3.00 Warrant and $5.00 Warrant, the “Warrants”). The Warrants are exercisable as follows: (a) for the $3.00 Warrant, for five years from the first anniversary of the date of issuance, (b) for the $5.00 Warrant, for five years from the second anniversary of the date of issuance, and (c) for the $7.00 Warrant, for five years from the third anniversary of the date of issuance.

The Common Stock and Warrants described above were offered and sold as part of a private placement solely to an “accredited investor” as that term is defined under Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder.

The foregoing summary of the material terms of the subscription agreement and Warrants is not complete and is qualified in its entirety by reference to the text of the subscription agreement and Warrants, copies of which are filed herewith and the terms of which are incorporated by reference.

Item 9.01

Financial Statements and Exhibits.

(a)

Financial Statements of Businesses Acquired: The Company intends to file financial statements required by this Item 9.01(a) under the cover of an amendment to this Current Report on Form 8-K no later than seventy-one (71) calendar days after the date on which this Form 8-K was required to be filed.

(b)

Pro Forma Financial Information: The Company intends to file the pro forma financial information that is required by this Item 9.01(b) under the cover of an amendment to this Current Report on Form 8-K no later than seventy-one (71) calendar days after the date on which this Form 8-K was required to be filed.

(d)

Exhibits: The following exhibits are filed as part of this report:

Exhibit No.		Description
2.1		Equity Purchase Agreement dated June 1, 2018 between EVO Transportation & Energy Services, Inc. and Billy (Trey) Peck Jr.*
10.1		Promissory Note dated June 1, 2018 between EVO Transportation & Energy Services, Inc. and Billy (Trey) Peck Jr.
10.2		Stock Pledge Agreement dated June 1, 2018 between EVO Transportation & Energy Services, Inc. and Billy (Trey) Peck Jr.
10.3		Security Agreement dated June 1, 2018 between EVO Transportation & Energy Services, Inc., Thunder Ridge Transport, Inc., and Billy (Trey) Peck Jr.
10.4		Employment Agreement dated June 1, 2018 between EVO Transportation & Energy Services, Inc. and Billy (Trey) Peck Jr.
10.5		Subscription Agreement dated June 1, 2018 between EVO Transportation & Energy Services, Inc. and Billy (Trey) Peck Jr.
10.6		Warrant dated June 1, 2018 issued to Billy (Trey) Peck Jr. ($3.00)
10.7		Warrant dated June 1, 2018 issued to Billy (Trey) Peck Jr. ($5.00)
10.8		Warrant dated June 1, 2018 issued to Billy (Trey) Peck Jr. ($7.00)

* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 7, 2018	By:	/s/ John P. Yeros
	Its:	Chief Executive Officer

Exhibit 2.1

EQUITY PURCHASE AGREEMENT

THIS EQUITY PURCHASE AGREEMENT (this “ Agreement ”) is made effective as of June 1, 2018, (the “ Effective Date ”) by and between EVO Transportation & Energy Services, Inc., a Delaware corporation (“ Buyer ”) and Billy (Trey) Peck Jr. (the “ Equity Holder ”). Buyer and the Equity Holder may be referred to individually in this Agreement as a “ Party ” and collectively as the “ Parties .” Capitalized Terms used herein and not otherwise defined have the meanings given to such terms in Exhibit A attached hereto and incorporated herein by reference.

RECITALS

A. The Equity Holder owns all of the issued and outstanding equity interests, as set forth in Schedule 4.4, attached hereto and incorporated herein by reference, (the “ Equity Interests ”) of Thunder Ridge Transport, Inc., a Missouri corporation (the “ Company ”).

B. The Company is engaged in the business of fulfilling government contracts for freight trucking services (the “ Business ”).

C. The Parties desire to enter into this Agreement whereby the Equity Holder proposes to sell to Buyer, and Buyer proposes to purchase from the Equity Holder, all of the Equity Interests.

D. The Equity Holder will receive a material benefit from the transaction set forth in this Agreement and understand that being a party to certain sections of this Agreement (including Section 3.5 ) is a condition to Buyer entering into this Agreement.

AGREEMENTS

In consideration of the representations, warranties, covenants, agreements, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Article I - SALE AND PURCHASE OF THE EQUITY INTERESTS

1.1 Sale of Equity Interests . Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, the Equity Holder will sell, convey, assign, transfer and deliver to Buyer, and Buyer will purchase and acquire from the Equity Holder, free and clear of any Liens (other than Permitted Liens), the Equity Interests.

1.2 Purchase Price and Payment of Purchase Price .

(a) The aggregate consideration (the “ Purchase Price ”) to be paid or issued by Buyer to or for the benefit of the Equity Holder for the Equity Interests is:

(i) Two Million Nine Hundred Fifty Thousand Dollars ($2,950,000) (the “ Cash Purchase Price ”), subject to the Working Capital Adjustment, payable as follows:

(A) Four Hundred Fifty Thousand Dollars ($450,000) to be paid within Ten (10) Business Days following such time as the Buyer raises Forty Million Dollars ($40,000,000) in a public debt or equity securities offering (the “ Public Offering ” as further defined in Exhibit A ), Forty Million Dollars ($40,000,000) in a private debt or equity securities offering or a series of private debt or equity securities offerings (the “Private Offerings” as further defined in Exhibit A ) or Forty Million Dollars ($40,000,000) total in some combination of a Public Offering and Private Offerings on behalf of the Company and at the direction of the Equity Holder to the appropriate Person in respect of the Line of Credit to Bank of Missouri, pursuant to a payoff letter delivered by such Person to Buyer and the Company in form and substance reasonably satisfactory to Buyer.

However, if Buyer fails to make the Four Hundred Fifty Thousand Dollar ($450,000) payment, as set forth above, on or before December 31, 2018, then at the option of Equity Holder by written notice to Buyer, Buyer shall immediately surrender all right, title and interest in all of the outstanding shares of stock in the Company to Equity Holder and all shares shall be re-issued to Equity Holder.

(B) The remaining Two Million Five Hundred Thousand Dollars ($2,500,000) payable in equal monthly installments of Fourteen Thousand Dollars ($14,000) each commencing on the Closing Date, provided that the remaining balance of the Cash Purchase Price will be paid, the earlier of, within Ten (10) Business Days following completion of the Public Offering or Private Offerings, or December 31, 2018. The above agreement to be evidenced by a promissory note in the form of Exhibit B attached hereto and incorporated herein by reference (the “ Seller Note ”).

If Buyer fails to pay balance of the Cash Purchase Price, a set forth above, on or before December 31, 2018, then at the option of Equity Holder by written notice to Buyer, Buyer shall immediately surrender all right, title and interest in all of the outstanding shares of stock in the Company to Equity Holder and all shares shall be re-issued to Equity Holder.

Seller Note shall be secured by a Security Agreement by Buyer to Equity Holder secured by the Equity Interests (and all associated UCC financing statements and filings) and a Pledge Agreement by Buyer to Equity Holder as to all Company stock. Such Security Agreement and Pledge Agreement shall be in substantially the form attached hereto as Exhibit C and incorporated herein by reference;

(ii) Five Hundred Thousand (500,000) shares of common stock, par value $0.0001 per share (the “ Common Stock ”) of Buyer issued to Equity Holder pursuant to this Agreement and the Subscription Agreement, attached hereto as Exhibit D and incorporated herein by reference, (the “ Buyer Shares ”);

(iii) Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (333,333) warrants to purchase Common Stock at a Strike Price of Three and 00/100 Dollars ($3.00) per share, to be issued upon the one-year anniversary of the Closing Date pursuant to a Warrant Agreement in the form attached as Exhibit E and incorporated herein by reference;

(iv) Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (333,333) warrants to purchase Common Stock at a Strike Price of Five and 00/100 Dollars ($5.00) per share, to be issued upon the two-year anniversary of the Closing Date pursuant to a Warrant Agreement in the form attached as Exhibit E ;

(v) Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (333,333) warrants to purchase Common Stock at a Strike Price of Seven and 00/100 Dollars ($7.00) per share, to be issued upon the three-year anniversary of the Closing Date pursuant to a Warrant Agreement in the form attached as Exhibit E ; and

(vi) Continued employment of Equity Holder by the Buyer at the Company according to a term Employment Agreement between Equity Holder and Company attached hereto as Exhibit F and incorporated herein by reference (the “ Employment Agreement ”).

(b) Except as provided in Section 1.4 below, the Purchase Price shall not be adjusted for the amount of the Company Indebtedness or the Company’s Cash (which will continue to be an obligation and asset, respectively, of the Company after the Closing).

1.3 Working Capital Adjustment . The Cash Purchase Price will be subject to adjustment, after the Effective Date, as provided in this Section 1.3 .

(a) Working Capital . “ Working Capital ” means the Current Assets of the Company (excluding Cash), minus the Current Liabilities of the Company (excluding Indebtedness), as of the applicable date, determined in a manner consistent with GAAP and the methodology set forth on Exhibit G attached hereto and incorporated herein by reference (the “ Working Capital Methodology ”).

(b) Working Capital Adjustment . Working Capital may be adjusted prior to Closing based on the Company’s Working Capital as of the close of business on the day prior to the Closing Date according to a statement thereof to be delivered to Buyer by Equity Holder at or before Closing (the “ Working Capital Adjustment ”).

1.4 Adjustments for Company Indebtedness and Cash .

(a) Company Indebtedness Adjustment . The Cash Purchase Price will be subject to adjustment, after the Effective Date, based on the Company Indebtedness as of the close of business on the day prior to the Closing Date according to a statement thereof to be delivered to Buyer by Equity Holder at or before Closing.

(b) Closing Cash Adjustment . The Cash Purchase Price will be subject to adjustment, after the Effective Date, based on the amount of Company Cash as of the close of business on the day prior to the Closing Date according to a statement thereof to be delivered to Buyer by Equity Holder at or before Closing.

Article II - CLOSING MATTERS

2.1 Closing . The closing of the transactions contemplated by this Agreement (the “ Closing ”) will take place concurrently with the signing of this Agreement by exchanging faxed or emailed copies of signed documents. The date of the Closing is the “ Closing Date ” and the Closing will be deemed effective as of 11:59 p.m. local time on the Closing Date (the “ Effective Time ”).

2.2 Conditions to Buyer’s Obligations . The obligation of Buyer to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction, prior to or on the Closing Date, of each of the following conditions:

(a) Consents and Other Items . The Equity Holder will have obtained and delivered to Buyer all required third party consents as set forth on Schedule 4.3 .

(b) Release of Liens . The Equity Holder will have obtained releases of all Liens, other than Permitted Liens, on the Company and the Equity Interests. The Equity Holder will have delivered such payoff letters, discharges of Liens, releases of guarantees and other releases as are reasonably requested by Buyer at, or prior to, Closing.

(c) Closing Documents . At the Closing, the Equity Holder will have delivered, or will have caused to be delivered to Buyer, all of the following documents:

(i) a certificate from the Secretary of the Company certifying as to correct and complete copies of (A) the Company’s Organizational Documents, and (B) a certified copy of Articles of Incorporation and Certificate of Status for the Company from the Missouri Secretary of State;

(ii) stock certificates representing the Equity Interests, as well as assignments separate from certificate with respect to the Equity Interests assigning such Equity Interests to Buyer, executed by the Equity Holders;

(iii) written resignations of the officers and members of the board of directors of the Company, each duly executed by the appropriate parties;

(iv) the original record and minute books, equity ledgers and registers, and company seals, if any, of the Company;

(v) the Employment Agreement, executed by Trey Peck;

(vi) the Seller Note, executed by the Equity Holder;

(vii) the Security Agreement and Pledge Agreement executed by the Equity Holder;

(viii) the Subscription Agreement, executed by the Equity Holder;

(ix) a certificate of non-foreign status of the Equity Holder meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2);

(x) the Excluded Asset Assignment, executed by the Equity Holder; and

(xi) such other documents relating to the transactions contemplated by this Agreement as Buyer may reasonably request, in writing, prior to Closing.

2.3 Conditions to the Equity Holder’s Obligations . The obligation of the Equity Holder to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction, prior to or on the Closing Date, of each of the following conditions:

(a) Issuance of Buyer Shares . At the Closing, Buyer will have issued the Buyer Shares to the Equity Holder in accordance with Section 1.2 .

(b) Closing Documents . At the Closing, Buyer will have delivered to the Equity Holder all of the following documents:

(i) copies of the resolutions duly adopted unanimously by Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement, all other agreements or instruments contemplated hereby and the consummation of the transactions contemplated hereby;

(ii) the Employment Agreement, executed by the Buyer;

(iii) the Seller Note, executed by Buyer;

(iv) the Security Agreement and Pledge Agreement executed by Buyer;

(v) the Subscription Agreement, executed by the Buyer; and

(vi) the warrants to purchase Common Stock, executed by Buyer.

Article III – COVENANTS

3.1 Sales and Transfer Taxes . All sales, use, excise, value-added, goods and services, transfer, recording, documentary, registration, conveyancing and similar Taxes that may be incurred in connection with this Agreement, together with any and all penalties, interest, and additions to Tax with respect thereto will be paid by the Equity Holder.

3.2 Further Assurances . In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the cost and expense of the requesting Party.

3.3 Administration of Accounts . All payments and reimbursements received by the Equity Holder after the Closing Date from any third party in the name of the Company will be held by the Equity Holder in trust for the benefit of Buyer, so long as Buyer is current in the payment of all obligations to Equity Holder from Buyer. Immediately upon receipt of such payment or reimbursement, the Equity Holder will pay to Buyer the amount of such payment or reimbursement.

3.4 Excluded Assets . Immediately prior to the Closing, the Company shall assign, convey and deliver to the Equity Holder the Excluded Assets and the Equity Holder shall assume any and all liabilities or obligations relating to or arising from the Excluded Assets, pursuant to an assignment in form and substance reasonably satisfactory to Buyer and Equity Holder (the “ Excluded Assets Assignment ”). For the avoidance of doubt, the Equity Holder will retain and Buyer will not purchase or acquire, directly or indirectly, from the Equity Holder or the Company, any of the Excluded Assets.

3.5 Confidentiality . The Equity Holder agrees that he will not use, or permit the use of, any of the information relating to Buyer or Buyer’s Affiliates, furnished to Equity Holder in connection with the transactions contemplated herein (“ Information ”) in a manner or for a purpose detrimental to Buyer or Buyer’s Affiliates, or otherwise than in connection with the transaction, and that he will not disclose, divulge, provide or make accessible (collectively, “ Disclose ” or “ Disclosure ”), or permit any other Person to Disclose, any of the Information to any individual or entity, other than his investment advisors, accountants, counsel and other authorized representatives and agents, except as may be required by judicial or administrative process or, in the opinion of his counsel, by other requirements of Law; provided , however , that prior to any Disclosure of any Information permitted hereunder, the Equity Holder will first obtain the recipients’ undertaking to comply with the provisions of this Section 3.4 with respect to such Information.

3.6 Non-Competition; Non-Solicitation; Non-Hire . As additional consideration for Buyer’s entry into this Agreement and consummation of the transactions contemplated hereby, and with the acknowledgement by the Equity Holder that Buyer would not enter into this Agreement without the benefit of the provisions set forth in this Section 3.5 , the Equity Holder agrees that the following restrictions on his activities following the Closing Date are necessary, appropriate and reasonable to protect the Business and other legitimate interests of Buyer and its Affiliates:

(a) Non-Competition . For a period of five (5) years immediately following the Closing Date (the “ Restricted Period ”), the Equity Holder will not, anywhere in the U.S., directly or indirectly, on behalf of any Person other than Buyer or its Affiliates, invest in, own, manage, operate, finance, control, advise, render services as an employee, independent contractor, or otherwise, or guarantee the obligations of any Person engaged in or planning to become engaged in the Business, or any business engaged in by Buyer or its Affiliates; provided, however , that the ownership of less than two percent (2%) of the outstanding stock of any publicly traded company will not by itself be deemed to be a violation of this provision.

(b) Non-Solicitation . During the Restricted Period, the Equity Holder will not, directly or indirectly, solicit the business of any Person who is a customer of the Business, or of Buyer or its Affiliates, or cause, induce, or attempt to cause or induce, any customer, supplier, licensee, licensor, franchisee, employee, consultant or other business relation of Buyer or its Affiliates to cease doing business with such parties, to deal with any competitor of Buyer or its Affiliates, or in any way interfere with its relationship with such parties, all of the foregoing as it relates to the Business.

(c) Non-Hire . During the Restricted Period, the Equity Holder will not, directly or indirectly, on behalf of any Person other than Buyer or its Affiliates, solicit, hire or engage in any capacity any employee of Buyer or its Affiliates (or any person or entity who was an employee of Buyer or its Affiliates within twelve (12) months of the date such hiring or engagement occurs) or solicit or seek to persuade any employee of Buyer or its Affiliates to discontinue such employment.

(d) Modification of Covenant . If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 3.5 is invalid or unenforceable, then the Parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 3.5 will be enforceable as so modified.

(e) Enforcement of Covenant . The Parties agree that the remedy of damages at law for the breach of any of the covenants contained in this Section 3.5 is an inadequate remedy. In recognition of the irreparable harm that a violation by the Equity Holder of any of the covenants, agreements or obligations arising under this Section 3.5 would cause Buyer or its Affiliates, the Equity Holder agrees that in addition to any other remedies or relief afforded by law, a preliminary and permanent injunction against an actual or threatened violation or violations may be issued against the Equity Holder. In the event of an action to enforce the covenants in this Section 3.5 , the prevailing Party will be entitled to be reimbursed by the other Party for reasonable attorney’s fees and other expenses incurred by the prevailing Party with respect to such enforcement action; provided, however , Buyer will be entitled to be reimbursed by the Equity Holder in the event the Equity Holder challenges the enforceability or reasonableness of any of the provisions of this Section 3.5 . Each of Buyer’s Affiliates will have the right to enforce the Equity Holder’s obligations set forth in this Section 3.5 .

3.7 Certain Tax Matters .

(a) Tax Returns . The Equity Holder will prepare, or cause to be prepared, and file, or cause to be timely filed, all Tax Returns for the Company for all Tax periods ending on or prior to the Closing Date. The Equity Holder will timely pay all Taxes due with respect to all Tax Returns of the Company for all Tax periods ending on or prior to the Closing Date. The Equity Holder will provide any pending Tax Returns of the Company relating to Tax periods ending on or prior to the Closing Date to Buyer for review at least ten (10) Business Days prior to filing, and the Equity Holder will reflect any reasonable comments made by Buyer on such Tax Returns. Notwithstanding the foregoing, the Equity Holder will not cause the Company to extend or amend any Tax Returns with respect to any Tax period ending on or prior to the Closing Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld by Buyer. Buyer will prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the Company for all Tax periods beginning after the Closing Date. Buyer will timely pay all Taxes due with respect to all Tax periods beginning after the Closing Date.

(b) Straddle Period . In the case of any taxable period that includes (but does not end on) the Closing Date (a “ Straddle Period ”), (i) the amount of any Taxes based on or measured by income, gain, or receipts of the Company for the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the Closing Date (with any net operating losses being first applied to the interim period ending on the Closing Date (to the extent available under applicable Law) and, therefore, first inuring to the benefit of the Equity Holder); and (ii) the amount of other Taxes of the Company for a Straddle Period that relates to the Pre-Closing Tax Period will be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date, and the denominator of which is the number of days in such Straddle Period. The Equity Holder will timely pay all Taxes relating to that portion of the Straddle Period up to and including the Closing Date. Buyer will timely pay all Taxes relating to that portion of the Straddle Period after the Closing Date. If any Tax is due from the Equity Holder with respect to the portion of the Straddle Period ending on the Closing Date, the Equity Holder shall be provided with a copy of the applicable Tax Return and Buyer’s calculation and documentation of the Equity Holder’s portion of the Tax due. Buyer will prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the Company for any Straddle Period.

(c) Section 338(h)(10) Election . Equity Holder and Buyer will, and if applicable each will cause its relevant Affiliates to, jointly make a timely and irrevocable election under Tax Code Section 338(h)(10) and similar elections under any applicable state or local income Tax laws with respect to the acquisition hereunder of the Shares (collectively, the “ Section 338(h)(10) Election ”). Buyer will have the sole responsibility for assuring that the Section 338(h)(10) Election is validly and timely made with respect to the acquisition of the Equity Interests. Buyer and the Equity Holder will cooperate fully with each other in the making of the Section 338(h)(10) Election including the filing of all required IRS forms and related forms under state and local Law. Buyer and the Equity Holder shall report the purchase and sale of the Equity Interests consistent with the treatment of the purchase of the Equity Interests as a “qualified stock purchase” and consistent with the Section 338(h)(10) Election and shall take no position inconsistent therewith in any Tax Return, any proceeding before any Governmental Authority or otherwise. The Equity Holder shall include any income, gain, loss, deduction or other Tax item resulting from the Section 338(h)(10) Election on the Equity Holder’s Tax Returns to the extent required by applicable Law. Buyer shall prepare IRS Form 8023 and any similar forms required by applicable state and local Tax Law (collectively, the “ Section 338 Election Forms ”). The Equity Holder shall cooperate with Buyer in the preparation of the Section 338 Election Forms and shall sign and deliver all duly completed, executed copies of such Section 338 Election Forms on the Closing Date. The Equity Holder will not, and will cause the Company not to, before Closing, (1) revoke the Company’s election to be taxed as an S corporation within the meaning of Tax Code Sections 1361 and 1362 or (2) take any action that would result in the termination of the Company’s status as a validly existing S corporation within the meaning of Tax Code Sections 1361 and 1362.

(d) Purchase Price Allocation . Each Party will allocate the Purchase Price and the Liabilities of the Company for which the Section 338(h)(10) Election is made and any other relevant items for all purposes (including Tax and financial reporting) in accordance with Exhibit I , attached hereto and incorporated herein by reference, which shall be prepared in accordance with Section 1060 of the Code and the regulations promulgated thereunder. Buyer, the Equity Holder and the Company shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with Exhibit I .

(e) Cooperation; Audit . After the Closing Date, Buyer and the Equity Holder will, and will cause their respective Affiliates to, cooperate in the preparation of all 2018 Tax Returns of the Company and will provide, or cause to be provided, to the requesting Party any records or other information requested by such Party in connection therewith. The Equity Holder, on the one hand, and Buyer, on the other hand, will give prompt notice to each other of any proposed adjustment to Taxes for the Pre-Closing Tax Period or the Straddle Period. Promptly upon receipt by either Party of any notification or indication (whether written or oral) from any taxing authority that it intends to investigate or audit any Tax Return of the Company for any Tax period ending on or prior to the Closing Date, the Party receiving such information will notify the other Party and convey such information to the other Party in writing. Each Party will cooperate with the other in connection with any such Tax investigation, Tax audit, or other Tax proceeding; provided, however , Buyer will be entitled to represent the Company on any Tax investigation, Tax audit, or other Tax proceeding that arises after the Closing Date provided Buyer will allow the Equity Holder to reasonably participate at the Equity Holder’s own cost and expense to the extent such matter could reasonably result in an indemnification claim against the Equity Holders pursuant to this Agreement. A Party will be reimbursed for reasonable out-of-pocket expenses incurred in taking any action reasonably requested by the other Party or Parties under this Section 3.6(c) ; provided, however , that the foregoing will not alter any indemnification rights to which the Parties are entitled under this Agreement.

3.8 Release by Equity Holder . Effective as of the Closing, in consideration of the mutual covenants and agreements contained herein, including the consideration to be received by the Equity Holder, the Equity Holder hereby irrevocably releases and forever discharges the Company and Buyer, and their respective Affiliates, officers, managers, directors, members, partners (general or limited), agents, and employees, and the successors, heirs, assigns, executors and administrators to the foregoing (collectively, the “ Released Parties ”), of and from any and all manner or causes of action and actions, claims, suits, rights, debts, sums of money, covenants, contracts, damages and judgments whatsoever, in law or in equity, which the Equity Holder ever had, now has or which the Equity Holder can, shall or may have, against the Released Parties, whether known or unknown, suspected or unsuspected, matured or unmatured, fixed or contingent, for, upon or by reason of any matter relating to the Company or its Affiliates, and arising at any time on or prior to the Closing Date, whether in the Equity Holder’s capacity as an equity holder, director, manager, officer, employee, holder of Indebtedness or otherwise, and the Released Parties shall not have liability with respect thereto; provided, however, that such release shall not will not apply to: (i) obligations owing to the Equity Holder arising pursuant to the Transaction Documents; (ii) the rights of the Equity Holder as an employee of the Company for accrued but unpaid compensation; and (iii) accrued rights of the Equity Holder as an employee of the Company under the Company’s Employee Benefit Plans in accordance with the express terms thereof.

Article IV - REPRESENTATIONS AND WARRANTIES OF
THE EQUITY HOLDER

The Equity Holder represents and warrants to Buyer that the statements contained in this Article IV are true and correct, the best of Equity Holder’s Knowledge, as of the date hereof except as set forth in the corresponding schedule of the disclosure schedules attached hereto and incorporated herein by reference (the “ Disclosure Schedules ”).

4.1 Organization and Qualification . The Company is a duly organized, validly existing corporation in good standing under the Laws of the State of Missouri. The Company has all the requisite power, authority, and capacity to own, lease, and operate its assets and to carry on the Business as the same was and is now being conducted. The Company is qualified to transact business as a foreign entity and is in good standing under the Laws of each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify has not and would not reasonably be expected to have a Material Adverse Effect on Company. The Equity Holder has heretofore delivered to Buyer complete and correct copies of the Company’s Organizational Documents now in effect, and the Company is not in default under or in violation of any provision of its Organizational Documents.

4.2 Power and Authority; Enforceability . The Equity Holder has all power and authority to enter into and consummate the transactions contemplated by this Agreement and any ancillary agreements (the “ Transaction Documents ”) to which he is a party. The execution and delivery of the Transaction Documents by the Equity Holder and the consummation of the transactions contemplated by the Transaction Documents to which he is a party have been duly authorized by all necessary action on the part of the Equity Holder. The Transaction Documents have been duly executed and delivered by the Equity Holder, and such Transaction Documents constitute the legal, valid and binding obligations of the Equity Holder, enforceable against the Equity Holder in accordance with their respective terms, except to the extent that (a) their enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or other Laws affecting the enforcement of creditor’s rights generally, and (b) the availability of equitable remedies is subject to the discretion of the court before which any such proceeding may be brought.

4.3 No Conflict . Neither the execution and delivery of this Agreement nor the performance of the provisions hereof or the transactions contemplated hereby: (a) violate or conflict with the Company’s Organizational Documents; (b) violate or conflict with any Law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any court, government or governmental agency or instrumentality, domestic or foreign, that is applicable to the Company; or (c) will result in a breach of any of the terms or conditions of, or constitute a default under, any mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which the Company or the Equity Holder is a party or by which any of their respective properties or assets may be bound or affected, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice would not have a Material Adverse Effect. Except as set forth on Schedule 4.3 , the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not require any material authorization, consent, approval, exemption or other material action by or notice to any Governmental Entity or other third party, under any Material Contract or Governmental Contract to which the Company is bound, or any law, statute, rule or regulation or order, judgment or decree to which the Company is subject. Except where the same would not have a Material Adverse Effect.

4.4 Capitalization . The capitalization of the Company is as set forth on Schedule 4.4 . The Equity Interests set forth on Schedule 4.4 constitute all of the Company’s outstanding Equity Interests and are validly issued, fully paid and non-assessable. Except as disclosed on Schedule 4.4 , there are (i) no outstanding subscriptions, options, calls, Contracts, commitments, understandings, restrictions, arrangements, rights or warrants, including any rights plan, and any right of conversion or exchange under any outstanding security, instrument or other agreement, obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional Equity Interests of the Company, respectively, or obligating the Company to grant, extend or enter into any such agreement or commitment, and (ii) no voting trusts, proxies or other agreements or understandings to which the Company or the Equity Holders are a party or are bound with respect to the voting of any of the Equity Interests of the Company. The Equity Holder has good and valid title to and beneficial ownership in the Equity Interests set forth on Schedule 4.4 and such Equity Interests are free and clear of all Liens. The Company has never had an equity interest in a direct or indirect Subsidiary. Other than the foregoing Equity Interests, the Equity Holder owns no Equity Interests of the Company or any other equity security of the Company or any option, warrant, right call, commitment or right of any kind to have any such equity security issued or with respect to any outstanding Equity Interests of the Company. There are no options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other contracts that require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem capital stock of the Company, or otherwise affect the voting or transfer of the Equity Interests.

4.5 Financial Statements; Undisclosed Liabilities and Defaults .

(a) The Company has delivered to Buyer: (a) the unaudited balance sheet of the Company as of March 31, 2018 and (b) the unaudited balance sheets of the Company as of December 31, 2016 and December 31, 2017 and the related statements of income, stockholders’ equity and cash flows for the fiscal years then ended. All of the foregoing financial statements are collectively referred to herein as the “Financial Statements.” The Financial Statements have been prepared in accordance with GAAP and fairly present, in all material respects, the financial condition and results of operation of the Company at the dates and for the periods indicated therein, subject, in the case of the 2018 unaudited balance sheet, to normal and recurring year-end adjustments. The Company’s accounting practices have been consistently applied for all periods represented by the Financial Statements.

(b) The Company’s books and records are complete and correct in all material respects and accurately reflect all of the assets, liabilities, transactions, and results of operations of the Business in all material respects. The Financial Statements have been prepared and presented based upon and in conformity with such books and records. The Company has no undisclosed Liabilities, Indebtedness, or obligations except those set forth on Schedule 4.5(b) . Neither the Company nor the Equity Holder are in (or has received notice of any) default under or with respect to any judgment, order, writ, injunction or decree of any court or any Governmental Entity relating to (or that could affect) the Business. There does not exist any default by the Company or by the Equity Holder or by any other Person, or event that, with notice or lapse of time, or both, would constitute a default under any agreement entered into by the Company or by the Equity Holder that could adversely affect the Business.

4.6 Books and Records . The books of account and other financial records of the Company in relation to the Business, all of which have been made available to Buyer, have been maintained in accordance with sound business practices.

4.7 Compliance with Laws .

(a) The Company is in material compliance with all applicable Laws with respect to the Business.

(b) The Company holds all permits, approvals, registrations, franchises, licenses, certificates, accreditations and other authorizations of all Governmental Entities (the “ Permits ”) required for the conduct of the Business and all such Permits are set forth on Schedule 4.7 . The Company has complied with and is in compliance with the terms and conditions of such Permits in all material respects. The Company has not received any notices that it is in material violation of any of the terms or conditions of such Permits. The Company has taken all reasonable action to maintain such Permits. No loss or expiration of any such Permit is pending to which the Company has received notice or threatened other than expiration in accordance with the terms thereof. Except as set forth on Schedule 4.7 , the Permits owned or used by the Company immediately prior to the Closing will be available for use by Buyer on the same terms and conditions immediately subsequent to the Closing.

4.8 Claims . Except as set forth on Schedule 4.8 , there are no claims, actions, suits, inquiries, proceedings (including any arbitration proceedings), orders, or investigations, pending or threatened against the Company or the Equity Holder relating to the Business. Schedule 4.8 lists all suits, proceedings (including any arbitration proceedings), orders, investigations, or claims against the Company in relation to the Business at law or in equity that have occurred since January 1, 2016.

4.9 Title to Assets; Sufficiency . Except as set forth on Schedule 4.9 , the Company holds good and marketable title to all of its property and assets, free and clear of any Liens. No Person other than the Company has any right or interest in the assets of the Company, including the right to grant interests in the assets to third parties. Except as set forth on Schedule 4.9 , all of the tangible assets are at the Company’s locations and not in possession of unrelated parties. The assets owned or leased by the Company are all those assets necessary to conduct the Business as presently conducted and will allow Buyer to continue to operate the Business in the same manner immediately following the Closing Date. The equipment, machinery, fixtures, vehicles, computer hardware and furniture owned, leased or used by the Company is in good repair and operating condition (subject to ordinary wear and tear), is suitable for the purposes for which it is used, and has been maintained in accordance with industry best practices. All accounts and notes receivable of the Company represent amounts receivable for goods actually delivered or services actually provided (or in the case of notes and non-trade receivables, represent amounts receivable in respect of other bona fide business transactions), are not subject to any defenses, counterclaims or rights of set-off, have been billed and are generally due and payable within thirty (30) days after billing, and are fully collectible in the ordinary course of business

4.10 Indebtedness and Guarantees . Except as set forth on Schedule 4.10 , the Company has no Indebtedness ( Schedule 4.10 includes the outstanding balance as of the Closing Date) and it guarantees no obligations of other parties relating to the Business. The sale of the Equity Interests pursuant to this Agreement is made in exchange for fair and equivalent consideration. Except as set forth on Schedule 4.10 , the transactions contemplated in this Agreement or any agreements referenced in this Agreement will not give rise to any right of any creditor of the Company or the Equity Holder whatsoever against Buyer or to any of the Equity Interests in the hands of Buyer after the Closing.

4.11 Material Contracts . Schedule 4.11 contains a complete and accurate list of all Material Contracts with respect to the Business, and the Company has delivered to Buyer complete and correct copies of each Material Contract. Except as set forth on Schedule 4.11 , the Company has performed all obligations required to be performed by it to date under its Material Contracts relating to the Business, and there are no defaults by any other party thereto, and no event has occurred (or failed to occur) that, with the passing of time or the giving of notice or both would constitute a default by the Company under any such Material Contract relating to the Business, including the consummation of the transactions contemplated by this Agreement, except where the default would not have a Material Adverse Effect, and no consent, permission, waiver or approval is required to be obtained from, and no penalty, assessment or special payment is required to be paid to, and no notice is required to be sent to, any third party in order to preserve for Buyer the benefits of the Material Contracts after the consummation of the transactions contemplated by this Agreement. Each Material Contract is in full force and effect and constitutes a legal, valid, binding agreement. Buyer has been supplied with a true and correct copy of all written Material Contracts and true and correct written summaries of all oral Material Contracts or agreements.

4.12 Government Contracts and Government Bids .

(a) Schedule 4.12 contains a complete and accurate list of each Government Contract the period of performance of which has not yet expired or been terminated and for which final payment has not yet been received (each, a “ Current Government Contract ”). The Company has delivered to Buyer complete and correct copies of each Current Government Contract, and each Current Government Contract was legally awarded to the Company, and each Current Government Contract is valid, binding and in full force and effect and enforceable against the Company in accordance with its terms.

(b) (i) The Company is not in breach of or default under any Current Government Contract, and no event has occurred which, with the giving of notice or the lapse of time or both, would constitute such a breach or default by the Company; (ii) the Company is in compliance with all applicable Laws, including the Federal Acquisition Regulation (“ FAR ”); Cost Accounting Standards; Service Contract Act of 1963, as amended (including requirements for paying applicable Service Contract Act wage rate and fringe benefit rates); the Truth in Negotiations Act; and the Anti-Kickback Act, where and as applicable to each Current Government Contract or Government Bid; (iii) since January 1, 2016, each representation and certification made by the Company in connection with a Government Contract or Government Bid was current, accurate and complete in all material respects as of its effective date; (iv) there are no outstanding or pending claims, requests for equitable adjustment or contract disputes in excess of One Hundred Thousand Dollars ($100,000) arising under or relating to a Government Contract or Government Bid; and (v) no Current Government Contract or Government Bid is currently the subject of any bid protest before any Governmental Entity.

(c) Since January 1, 2016, (i) neither the Company nor any Principals (as defined in FAR 52.209-5) has been debarred, suspended or excluded from participation in, or the award of, Government Contracts or doing business with any Governmental Entity, no suspension, debarment, or exclusion action has been commenced or threatened against the Company or any of its officers or employees, and there exist no circumstances that require the Company to answer any of the questions in FAR 52.209-5 in the affirmative; (ii) no Governmental Entity under a Government Contract has notified the Company of any breach or violation of any applicable Law or of any certification, representation, clause, provision or requirement of any such Government Contract; (iii) the Company has not received any notice of termination for default, cure notice or show cause notice pertaining to any Government Contract; (iv) the Company has not received any notice of an unresolved significant weakness or deficiency with respect to the cost accounting system of the Company; (v) the Company has not received written notice from any Governmental Entity or other counterparty to a Government Contract that the counterparty to such Government Contract (A) has ceased or will cease to be a customer of the Company, (B) intends to terminate or materially modify (including by materially decreasing the rate or amount of services obtained from the Company) any Government Contract, (C) intends to change the type of contracting vehicle for the services provided pursuant to such Government Contract in a manner that may preclude the Company from continuing to provide such services or (D) seeks to convert any Government Contract that establishes an exclusive or single source purchasing arrangement or relationship between such counterparty and the Company into a non-exclusive or multi-source arrangement or relationship; and (vi) the Company has not made any voluntary or mandatory disclosures to any Governmental Entity with respect to any material misstatement, significant overpayment or violation of applicable Law arising under or relating to any Government Contract or Government Bid, nor has any violation occurred for which the Company is required to make any such disclosure to a Governmental Entity.

(d) Since January 1, 2016, the Company has not been the subject or target of any audit, subpoena, investigation, prosecution or administrative proceeding related to any Government Contract or Government Bid. Since January 1, 2016, the Company has not received any written or oral notice of any pending or threatened audit, subpoena, investigation, prosecution or administrative proceeding related to any Government Contract or Government Bid.

4.13 Insurance . The Company is currently insured by insurers unaffiliated with the Company with respect to their properties, assets and operation of the Business in such amounts and against such risks that are appropriate and customary for the type of business conducted by the Company with customary deductibles and retained amounts and which insurance policies are set forth on Schedule 4.13 . In addition, the Company has maintained adequate insurance for all prior periods with respect to the Business. With respect to each insurance policy held by the Company (a) the policy is legal, valid, binding and in full force and effect; and (b) the Company is not in default under the policy. Except as listed in Schedule 4.13 , there are no claims by the Company pending under any such policies and the Company has not been informed that coverage has been questioned, denied or disputed by the underwriters of such policies with respect to any such claims. All premiums under such insurance policies which are due and payable have been paid in full, no such policy provides for retrospective or retroactive premium adjustments, and the Company has not received notice of any material increase in the premium under, or the cancellation or non-renewal of, any such policy.

4.14 Intellectual Property . Set forth on Schedule 4.14 is a list and brief description of patents, patent rights, patent applications, trademarks, trademark applications and registrations, trade dress, proprietary rights, service marks, service mark applications, trade names, social media accounts and registrations, domain names and copyrights owned by or registered in the name of the Company and used in the Business, or of which the Company is a licensor or licensee or in which the Company has any right, and in each case a brief description of the nature of such right. The Company is not subject to any obligation, including any license or royalty obligation, relating to any product or service of the Business that the Company now markets or has marketed in the three past years. Except as set forth on Schedule 4.14 , the Company owns all rights in, or possesses adequate licenses or other rights to use, all patents, patent applications, trademarks, trademark applications and registrations, trade dress, service marks, service mark applications and registrations, proprietary rights, trade names, social media accounts and registrations, domain names, copyrights, manufacturing processes, batch tickets, designs, website content, formulae, technology, molds, trade secrets and know how necessary to conduct the Business as conducted prior to Closing (collectively, “ Intellectual Property ”). The Intellectual Property does not infringe or conflict upon the right of any third party, and there has not been, and are, no infringing uses by third parties of the Intellectual Property owned by the Company. The Equity Holder does not own or have any interest in the Intellectual Property used by the Company in connection with the Business. No past or present employee or independent contractor (including consultants) of the Company has any ownership interest, license, permission or other right in or to any Intellectual Property, ideas, inventions, processes, works of authorship and other work products that relate to the Business, that were conceived, created, authored or developed, in whole or in part, by such employee or independent contractor.

4.15 Real Property . The Company does not own any real property relating to the Business, nor has it ever owned any real property relating to the Business. Schedule 4.15 sets forth the address of each parcel of real estate leased by the Company (“ Leased Real Property ”), a true and complete list of all leases for each such Leased Real Property, and the amount of security deposit for each such Leased Real Property. The Company has not collaterally assigned or granted any other security interest in any Leased Real Property or any interest therein. Each Contract for Leased Real Property is legal, valid, binding, enforceable and in full force and effect, and the Company’s possession and quiet enjoyment of the Leased Real Property under such lease has not been disturbed, and there are no disputes with respect to such lease. Neither the Company nor any other party to the lease, is in breach or default under such lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such lease.

4.16 Labor Matters . The Company is in compliance with all Laws with respect to employment and employment practices, terms and conditions of employment and wages and hours (including the Employee Retirement Income Security Act of 1974, as amended, and the Contract Service Act, as amended), including requirements for paying applicable Service Contract Act wage rate and fringe benefit rates, and the Company is not engaged in any unfair labor practice and has not been threatened with a possible claim for any such practice. The Company has properly classified its employees and independent contractors.

4.17 Tax Matters . Schedule 4.17 contains a list of states, territories, and jurisdictions (whether foreign or domestic) in which the Company files Tax Returns. The Company has filed all Tax Returns that it was required to file. All such filed Tax Returns were true, correct, and complete. Except as set forth on Schedule 4.17 , all Taxes due and payable prior to Closing by the Company have been paid. The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee. There are no Liens on any of the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax. There is not outstanding any notice received by the Company from any Governmental Entity that it is subject to an audit or investigation that could result in the payment of additional Taxes. The Company is not a party to any Tax allocation, sharing, indemnity or similar agreement. The Company has no Liability for the Taxes of any Person, as a transferee or successor, by Contract, or otherwise. The Company (and any predecessor of the Company) is and has been since formation an S corporation within the meaning of Sections 1361, et. seq. of the Code (and any corresponding provision of state, local and foreign Law) pursuant to a valid and timely filed S election under Section 1361 of the Code and the Company has made all such elections required under any analogous provisions of state or local Law. The Company has no potential built in gain under Section 1374 of the Code. The Company will continue to be a valid S corporation through the day immediately preceding the Closing Date.

4.18 Absence of Certain Developments . Since January 1, 2017, the Company has conducted the Business in the Ordinary Course of Business consistent with past practice, including, but not limited to, cash management, collection of receivables, payment of payables, pricing and credit practices.

4.19 Related Party Transactions . Except as set forth on Schedule 4.19 , the Company is not currently a party to any Related Party Transaction in connection with the Business and has not been a party to any such Related Party Transaction since January 1, 2017.

4.20 Safety Rating . Except as set forth on Schedule 4.20, the Company has now, and since the commencement of the operation of the Business has maintained, an overall “Satisfactory” safety rating, and maintained Compliance, Safety and Accountability scores (“ CSA Scores ”) below the “alert” threshold in each of the seven categories assessed by the DOT in connection therewith. There are no issues, deficiencies or violations which would adversely affect such safety rating or CSA Scores. Neither the Equity Holder nor the Company has received any written notice (or in any other manner) of any intended, pending or proposed audit of the Business by the DOT or any other Governmental Entity having jurisdiction over the Company’s operation of the Business.

4.21 Litigation . There are no, and in the past two (2) years there have been no, actions, audits, administrative charges, suits, proceedings, arbitrations, orders, or investigations pending or threatened, against the Company or any officer, director or employee thereof, except where the same would not reasonably be expected to have a Material Adverse Effect on Buyer or Business. The Company is not subject to any judgment, order, award or decree of any Governmental Entity.

4.22 Brokerage and Finder’s Fees . Except as set forth on Schedule 4.22 , neither the Company nor the Equity Holder has incurred and none will incur any brokerage, finder’s, or similar fee in connection with the transactions contemplated by the Transaction Documents to which any of them are a party.

4.23 Reserved .

4.24 Vendors . The Equity Holder has provided Buyer accurate and complete lists of the names and addresses of the twenty (20) largest vendors of the Business from whom the Company has purchased either supplies or inventories for the past two (2) fiscal years (ended December 31, 2016 and December 31, 2017). Except as described on Schedule 4.24 , the Company has not received notification that any such supplier plans or has threatened to stop or materially decrease the volume of business done with the Company.

4.25 Environmental Matters .

(a) The Company is, and at all times has been, in compliance with all applicable Environmental Laws. The Company holds and has timely applied for renewal of all permits or other authorizations under Environmental Laws that are required for (i) the occupancy, use and operation of its properties and assets, and (ii) the operation and conduct of such Company and the Business.

(b) The Company has not received any outstanding and unresolved written or oral notices, reports, or other information regarding any actual or alleged violation of Environmental Laws by the Company, or any Liabilities or potential Liabilities, including any remedial obligations, arising under Environmental Laws and relating to the Company or its properties. There are no pending or threatened, claims, Liens, or other restrictions of any nature, resulting from any violation or failure to comply with any applicable Environmental Law, with respect to or affecting any of the properties currently occupied, used or operated by the Company. There are no present or past actions, activities, circumstances, conditions, facts, events or incidents, including without limitation, the Release or threatened Release or presence of any Hazardous Substances, which could form the basis for any litigation against the Company or that could result in the imposition of any Liability on the Company, in each case under Environmental Laws.

(c) No facts, events, or conditions relating to the past or present properties or operations of the Company will prevent, hinder, or limit the Company’s continued compliance with Environmental Laws, or give rise to any remedial obligations or material Liability of the Company pursuant to Environmental Laws. During or prior to the period of (i) the Company’s occupancy, use or operation of any property, or (ii) the Company’s participation in the management of any property, there were no Releases or threatened Releases of any Hazardous Substances in, on, under or affecting any such property, and the Company has not placed, held, located, Released, transported or disposed of any Hazardous Substances on, under, from or at any such property or any other property other than in compliance with applicable Environmental Laws. No above ground or underground storage tanks, asbestos-containing materials, lead-based paint, toxic mold or polychlorinated biphenyls are or have been present at any property currently or formerly leased or operated by the Company. The Company has not sent or disposed of Hazardous Substances to or at a site which, pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), or any similar state, federal or foreign law, has been listed or proposed for listing on the “National Priorities List” or its state equivalent.

(d) The Company has delivered to Buyer correct and complete copies of all environmental studies or reports (including, but not limited to, any Phase I or Phase II reports and compliance audits), pleadings, analytical data, monitoring data, permits required under Environmental Laws, and other material records and correspondence concerning Environmental Laws relating to the occupancy, use and operation of its properties and the operation of the Business that are in the possession or reasonable control of the Equity Holder.

4.26 Employee Benefit Plans . Set forth on Schedule 4.26 is a complete list of all pension, profit sharing, retirement, stock purchase, stock option, bonus, incentive compensation and deferred compensation plans, life, health, dental, accident or disability, workers’ compensation or other employee welfare benefit plans (insured or self-insured), educational assistance, pre-tax premium or flexible spending account plans, supplemental or executive benefit plans, non-qualified retirement plans, severance or separation plans, and any other employee benefit plans, practices, policies or arrangements of any kind, whether written or oral, which are currently maintained by the Company for the benefit of any of their respective employees (including former employees), or under which the Company has any current or potential Liability with respect to any employee or former employee or the dependents of any such person, including any “employee benefit plan” which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) (herein collectively referred to as “ Employee Benefit Plans ” and individually as an “ Employee Benefit Plan ”). All Employee Benefit Plans comply in form and in operation in all respects with their terms, the applicable requirements of ERISA, the Code and all applicable Laws. The Company has complied with the terms of all Employee Benefit Plans and related Contracts. Buyer has been supplied with a true and correct copy of all written Employee Benefit Plans and true and correct written summaries of all oral Employee Benefit Plans. With respect to the Employee Benefit Plans, no event has occurred and, there exists no condition or set of circumstances, in connection with which the Company could be subject to any Liability (other than for routine claims for benefits in the ordinary course) under the terms of the Employee Benefit Plans or any applicable Law. The Company does not sponsor or participate in (i) a pension plan that is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, (ii) a “multi-employer pension plan,” as defined in Section 3(37) of ERISA, (iii) a “multiple employer welfare arrangement,” as defined in Section 3(40) of ERISA, (iv) a “multiple employer plan,” as defined in Section 413 of the Code, (v) a “welfare benefits trust” or “voluntary employees beneficiary association,” as defined in Sections 419, 419A or 501(c)(9) of the Code, or (vi) a plan or arrangement providing for post-employment health or life insurance coverage, except as otherwise required by Section 4980B of the Code or similar state Laws and at the sole expense of the individual.

4.27 Accounts; Powers of Attorney 4.28 . Schedule 4.27 sets forth a correct and complete list of all accounts or safe deposit boxes at any bank or other financial institution of the Company, and the names of all Persons authorized to draw thereon or have access thereto. No Person holds a power of attorney to act on behalf of the Company.

4.28 Disclosure . No representation or warranty by the Equity Holder contained in this Agreement, and no statement contained in the Disclosure Schedules or any other document, certificate or other instrument delivered or to be delivered by or on behalf of the Equity Holder pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

4.29 No Other Representations and Warranties 4.30 . Except for the representations and warranties contained in this Article 4 (including the related portions of the Disclosure Schedules), none of Equity Holder, the Company or any other Person has made or makes any other express or implied representation or warranty, either written or oral, on behalf of Equity Holder or the Company, including any representation or warranty as to the accuracy or completeness of any information regarding the Company furnished or made available to Buyer or as to the future revenue, profitability or success of the Company, or any representation or warranty arising from statute or otherwise in Law.

Article V - REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to the Equity Holders that the statements contained in this Article V are true and correct as of the date hereof, to the best of Buyer’s Knowledge, except as set forth in the corresponding schedule of the Disclosure Schedules attached hereto and incorporated herein by reference:

5.1 Organization and Qualification . Buyer is a corporation duly incorporated, validly existing and in good standing under the Laws of Delaware. Buyer is qualified to transact business as a foreign entity and is in good standing under the Laws of each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to so qualify has not and would not reasonably be expected to have a Material Adverse Effect on Buyer.

5.2 Power and Authority; Enforceability . Buyer has all requisite corporate power and authority to enter into and consummate the transactions contemplated by the Transaction Documents to which Buyer is a party. The execution and delivery by Buyer of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary action on the part of Buyer. The Transaction Documents have been duly executed and delivered by Buyer and constitute the legal, valid and binding obligations of Buyer, enforceable against Buyer by Equity Holder in accordance with their respective terms, except to the extent that (a) their enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditor’s rights generally, and (b) the availability of equitable remedies is subject to the discretion of the court before which any such proceeding may be brought.

5.3 No Conflict . Neither the execution and delivery of this Agreement nor the performance of the provisions hereof or the transactions contemplated hereby: (a) violate or conflict with the Buyer’s Organizational Documents; (b) violate or conflict with any Law, rule, regulation, writ, judgment, injunction, decree, determination, award or other order of any court, government or governmental agency or instrumentality, domestic or foreign, that is applicable to the Buyer; or (c) will result in a breach of any of the terms or conditions of, or constitute a default under, any mortgage, note, bond, indenture, agreement, license or other instrument or obligation to which the Buyer is a party or by which any of Buyer’s respective properties or assets may be bound or affected.

5.4 Claims . Except for the Red Ocean Litigation and Whisler Litigation, there are no claims, actions, suits, inquiries, proceedings (including any arbitration proceedings), orders, or investigations, pending or, to the Knowledge of the Buyer, threatened against the Buyer that would reasonably be expected to have a Material Adverse Effect on Equity Holder.

5.5 Litigation . Except for the Red Ocean Litigation and Whisler Litigation, there are no, and in the past two (2) years there have been no, actions, audits, administrative charges, suits, proceedings, arbitrations, orders, or investigations pending or, to Buyer’s Knowledge, threatened, against the Buyer or any officer, director or employee thereof, except where the same would not reasonably be expected to have a Material Adverse Effect on Equity Holder. The Company is not subject to any judgment, order, award or decree of any Governmental Entity.

5.6 Brokerage and Finder’s Fees . The Buyer has not incurred and will not incur any brokerage, finder’s, or similar fee in connection with the transactions contemplated by the Transaction Documents to which Buyer is a party.

5.7 Disclosure . No representation or warranty by the Buyer contained in this Agreement, and no statement contained in the Disclosure Schedules or any other document, certificate or other instrument delivered or to be delivered by or on behalf of the Buyer pursuant to this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading.

5.8 Investment Purpose . Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Buyer is able to bear the economic risk of holding the Shares for an indefinite period (including total loss of its investment), and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment.

5.9 Independent Investigation . Buyer has conducted its own independent investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) or assets of the Company and acknowledges that it has been provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of Equity Holder and the Company for such purpose. Buyer acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Buyer has relied solely upon its own investigation and the express representations and warranties of Equity Holder set forth in Article 4 of this Agreement (including the related portions of the Disclosure Schedules); and (b) none of Equity Holder, the Company or any other Person has made any representation or warranty as to Equity Holder, the Company or this Agreement, except as expressly set forth in Article 4 of this Agreement (including the related portions of the Disclosure Schedules).

Article VI - INDEMNIFICATION

6.1 Survival of Representations, Warranties, Covenants and Agreements . The representations, warranties, covenants and agreements in this Agreement and the Disclosure Schedules attached hereto or in any writing delivered by any Party to any of the other Parties in connection with this Agreement will survive (a) for a period of fifteen (15) months after the Closing Date for representations and warranties except as set forth in subparts (b) and (c), (b) until the earlier of (i) the three (3) year anniversary of the Closing Date and (ii) the expiration of the applicable statute of limitations for the representations and warranties set forth in Sections 4.1 , 4.2 , 4.3 , 4.4 , 4.12 , 4.17 , and 4.22 (collectively, the “ Fundamental Representations ”), (c) until the expiration of the applicable statute of limitations for claims based on fraud or intentional misrepresentation, (d) indefinitely for all covenants and agreements that by their terms contemplate performance after the Closing Date, unless specified otherwise by their terms, or (e) the statute of limitations for all other claims. Notwithstanding the above, so long as written notice of a claim is given on or prior to the expiration of survival period, such claim will continue to survive until such matter is resolved.

6.2 General Indemnification .

(a) Indemnification by Buyer . Buyer agrees that it will indemnify, defend, and hold harmless the Equity Holder, from, against and in respect of any and all Losses imposed on, sustained, incurred or suffered by or asserted against the Equity Holder directly or indirectly, whether or not due to a third-party claim, arising out of, resulting from: (i) any breach of, or inaccuracy in, any representation or warranty of Buyer in this Agreement; and (ii) a breach of any covenant or agreement of the Buyer made in this Agreement.

(b) Indemnification by the Equity Holder. The Equity Holder agrees that he will indemnify, defend and hold harmless Buyer and its directors, managers, officers, equity holders, members, partners, and their respective successors and assigns (the “ Buyer Indemnified Parties ”) from, against and in respect of any Losses imposed on, sustained, incurred or suffered by or asserted against any of Buyer Indemnified Parties directly or indirectly, whether or not due to a third-party claim, arising out of, resulting from or in connection with: (i) a breach of, or inaccuracy in, any representation or warranty made by the Equity Holder in this Agreement (other than with respect to Fundamental Representations); (ii) a breach of, or inaccuracy in, any Fundamental Representation; (iii) a breach of any covenant or agreement of the Equity Holder made in this Agreement; (iv) any unpaid Taxes or Indebtedness of the Company, including, without limitation, any liability Buyer may have for the Company’s Indebtedness under any applicable bulk sale or bulk transfer Law; and (v) any Outstanding Transaction Expenses of the Company.

(i) Notwithstanding the foregoing, the Equity Holder will not be obligated to indemnify and hold Buyer harmless for a claim pursuant to Section 6.2(b)(i) for such Losses unless and until the aggregate amount of such items exceeds Fifty Thousand Dollars ($50,000.00) (the “ Deductible ”) in which case the Losses will be recoverable from the first dollar after taking into account the Deductible subject to the Cap (as hereinafter defined). The aggregate amount of all payments made by the Equity Holder in satisfaction of claims for indemnification pursuant to Section 6.2(b)(i) will not exceed Five Hundred Thousand Dollars ($500,000.00) (the “ Cap ”), and the aggregate amount of all payments made by the Equity Holder in satisfaction of claims for indemnification pursuant to Section 6.2(b)(ii) will not exceed one hundred percent (100%) of the proceeds received by the Equity Holder under this Agreement. For clarity, the Deductible does not apply to Losses related to or arising out of any claims asserted by Buyer pursuant to Section 6.2(b)(ii) . The limitations set forth in this Section 6.2(c)(i) do not apply to claims based on fraud or intentional misrepresentation.

(ii) Any Losses will be net of any insurance proceeds actually received by reason of such Loss during the year of the Loss by the party seeking indemnification (net of any deductible amounts, costs of collection and the present value of any associated increases in premiums).

(d) Tax Treatment of Indemnity Payments . All payments made pursuant to any indemnification obligations under this Agreement, will be treated as adjustments to the Purchase Price for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable Laws.

(e) Mitigation . Each Party shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Losses upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss.

Article VII- MISCELLANEOUS PROVISIONS

7.1 Expenses . The Parties will each bear their own costs and expenses relating to the negotiation and the implementation of the transactions contemplated hereby, including, without limitation, fees and expenses of legal counsel, accountants, investment bankers, brokers or finders, printers, copiers, consultants or other representatives, whether or not such transactions are consummated.

7.2 Amendment and Modification; Waivers, Third-Party Beneficiary . This Agreement may be amended, or any provision of this Agreement may be waived upon the approval, in a writing, executed by Buyer and the Equity Holder. This Agreement will not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns, other than: (i) the Released Parties, who are intended third-party beneficiaries of the provisions set forth in Section 3.7 , and (ii) the Buyer Indemnified Parties, who are intended third-party beneficiaries of the provisions set forth in Article VI . Any waiver or consent will be effective only in the specific instance and for the specific purpose for which it is given.

7.3 Notices . All notices, requests, demands and other communications required or permitted hereunder will be made in writing and will be deemed to have been duly given and effective: (a) on the date of delivery, if delivered personally; (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service; (c) on the earlier of the fourth (4 ^th ) day after mailing or the date of the return receipt acknowledgment, if mailed, postage prepaid, by certified or registered mail, return receipt requested; or (d) on the date of transmission, if sent by e-mail, facsimile, telecopy, telegraph, telex or other similar telegraphic communications equipment. All notices hereunder must be delivered to the addresses set forth on the signature pages to this Agreement under the party to receive such notice, or pursuant to such other instructions as may be designated in writing by such party.

7.4 Assignment . This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, except that neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated by any Party without the prior written consent of the other Parties, which consent will not be unreasonably withheld. Notwithstanding the foregoing, (i) Buyer may assign in whole or in part its rights and obligations pursuant to this Agreement to one or more of their Affiliates, (ii) Buyer may assign this Agreement and its rights and obligations under this Agreement in connection with a merger or consolidation involving Buyer, or in connection with a sale of substantially all of the equity or assets of Buyer or other disposition of substantially all of the Business provided the assignment will not relieve Buyer of its obligations pursuant to this Agreement, and (iii) Buyer may assign any or all of its rights pursuant to this Agreement or the Transaction Documents, including its rights to indemnification, to any of its lender(s) as collateral security.

7.5 Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement and the legal relations among the Parties hereto will be governed by and construed in accordance with the internal substantive Laws of the State of Missouri (without regard to the Laws of conflict that might otherwise apply) as to all matters, including without limitation matters of validity, construction, effect, performance and remedies. Each of the Parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of Missouri, County of Greene and of the United States located in Missouri, for the purposes of any such action or other proceeding arising out of this Agreement or any transaction contemplated hereby. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR ANY TRANSACTION OR AGREEMENT CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF. The Buyer and the Equity Holder specifically represent and warrant that they were represented by legal counsel and obtained legal advice regarding this Section 7.5 and other provisions of this Agreement.

7.6 Counterparts . This Agreement may be executed simultaneously with original, facsimile, or.pdf signatures in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

7.7 Headings . The headings of the sections and subsections of this Agreement are inserted for convenience only and will not constitute a part hereof.

7.8 Entire Agreement . This Agreement and the exhibits and other writings referred to in this Agreement or any such exhibit or other writing are part of this Agreement, together embody the entire agreement and understanding of the Parties hereto in respect of the transactions contemplated by this Agreement. This Agreement supersedes all prior agreements and understandings between the Parties with respect to the transaction or transactions contemplated by this Agreement.

7.9 Severability . Provisions of this Agreement will be interpreted to be valid and enforceable under applicable Law to the extent that such interpretation does not materially alter this Agreement; provided, however , that if any such provision will become invalid or unenforceable under applicable Law such provision will be stricken to the extent necessary and the remainder of such provisions and the remainder of this Agreement will continue in full force and effect.

7.10 Cumulative Remedies; Specific Performance . All rights and remedies of a Party hereto are cumulative of each other and of every other right or remedy such Party may otherwise have at law or in equity, and the exercise of one or more rights or remedies will not prejudice or impair the concurrent or subsequent exercise of other rights or remedies. Buyer will expressly be entitled to specific performance as a remedy.

7.11 Publicity . Neither the Buyer nor the Equity Holder will issue any press release or make any other public statement relating to the transactions contemplated hereby unless (a) agreed to by Buyer and Equity Holder in writing, or (b) required by Law or court order and any such release or statement will be subject to prior review by Buyer and Equity Holder, except that any disclosures required to be made in a filing with the Securities and Exchange Commission will not be subject to prior review or agreement by Equity Holder.

***Signature Page to Equity Purchase Agreement Follows***

IN WITNESS WHEREOF, the Parties hereto have caused this Equity Purchase Agreement to be duly executed as of the day and year first above written.

EQUITY HOLDER:	BUYER:

	EVO TRANSPORTATION & ENERGY SERVICES, INC.
/s/ Billy (Trey) Peck Jr.
Billy (Trey) Peck Jr.	By:	/s/ John P. Yeros
	Name:	John P. Yeros
	Its:	Chief Executive Officer

If to the Equity Holder,	If to Buyer:

Trey Peck	EVO Transportation & Energy Services, Inc.
7563 E. Cinnabar Lane	Attn: John Yeros, CEO
Stafford, MO 65757	8285 West Lake Pleasant Parkway
Email: trey@trtmail.com	Peoria, AZ 85382
Tel: 417-350-9553	Email: jyeros@evocng.com
	Tel.: (877) 973-9191

With copies to the following, which will not constitute notice:	With copies to the following, which will not constitute notice:

Law Offices of Randy L. Smith, L.L.C.	Fredrikson & Byron, P.A.
Attn: Randy L. Smith	200 South Sixth Street, Suite 4000
3645 S. Culpepper Circle	Minneapolis, MN 55402-1425
Springfield, MO 65804	Attn: Frank B. Bennett
Email: randy@randysmithllc.com	Email: fbennett@fredlaw.com
Tel: (417) 841-2775	Tel: (612) 492-7377

Signature Page to Equity Purchase Agreement

EXHIBIT A

DEFINITIONS

As used in this Agreement, the following terms will have the meanings indicated below.

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “ Control ” or “ Controlling ” or “ Controlled by ” will mean, when used with respect to any specified Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by Contract or otherwise.

“ Business Day ” means any day other than Saturday or Sunday on which banks are open for business in Springfield, Missouri.

“ Cash ” means cash and cash equivalents (excluding any cash required to cover checks or other similar payments that have been made by the Company but have not yet cleared).

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Company Indebtedness ” means the indebtedness set forth on Schedule 4.10 .

“ Contracts ” means all oral or written contracts, agreements, instruments and other documents to which a Person is a party or by which it or its assets is or are bound.

“ Current Assets ” means all current assets of the Company to the extent any such item is considered to be a “current asset” in accordance with GAAP and such current asset is included in the Working Capital Methodology.

“ Current Liabilities ” means all current liabilities of the Company to the extent any such item is considered to be a “current liability” in accordance with GAAP and such current liability is included in the Working Capital Methodology.

“ DOT ” means the United States Department of Transportation.

“ Environmental Law ” means all Laws: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal, or remediation of any Hazardous Substances. The term “ Environmental Law ” includes the following (including their implementing regulations, any state analogs or any similar laws in foreign jurisdictions): the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right to Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; and the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.

“ Excluded Assets ” means the assets of the Company identified on Exhibit H , attached hereto and incorporated herein by reference.

“ GAAP ” means U.S. generally accepted accounting principles, consistently applied.

“ Government Bid ” means any outstanding bid, offer or proposal which, if accepted or successful, would result in a Current Government Contract.

“ Government Contract ” means any prime contract, subcontract, purchase order, task order, delivery order, basic ordering agreement, pricing agreement, teaming agreement, letter contract, joint venture or other similar written arrangement between the Company, on the one hand, and (i) any Governmental Entity or (ii) any higher-tier contractor of a Governmental Entity in its capacity as a higher-tier contractor, on the other hand. A purchase order, a task order or a delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.

“ Governmental Entity ” means any court, administrative agency or commission, self-regulatory organization or other foreign, domestic, or quasi-governmental authority or instrumentality.

“ Hazardous Substances ” means all hazardous substances, as that term is defined in the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), solid waste, hazardous waste and any other individual or class of pollutants, contaminants, toxins, chemicals, substances, wastes or materials in their solid, liquid or gaseous phase, defined, regulated, classified or identified under any Environmental Law, including without limitation petroleum, petroleum products, friable asbestos, molds, urea formaldehyde, radioactive materials and polychlorinated biphenyls.

“ Indebtedness ” means, with respect to any Person at any date, without duplication: (a) all obligations of such Person for borrowed money or in respect of loans or advances; (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (c) all obligations in respect of letters of credit, whether or not drawn, and bankers’ acceptances issued for the account of such Person; (d) all capital lease liabilities of such Person determined in accordance with GAAP; (e) all guarantees of such Person in connection with any of the foregoing; (f) any debt-like obligation or financing-type arrangement in respect of the deferred purchase price of property or property received as of the Closing with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise; (g) any accrued interest, prepayment premiums or penalties or other costs or expenses related to any of the foregoing; and (h) all obligations or indebtedness of the Company owed to the Equity Holder.

“ Information ” as used herein will not include any information relating to a Person, which the Party disclosing such information can show: (a) to have been in its possession prior to its receipt from another Party hereto; (b) to be now or to later become generally available to the public through no fault of the disclosing Party; (c) to have been available to the public at the time of its receipt by the disclosing Party; (d) to have been received separately by the disclosing Party in an unrestricted manner from an individual or entity entitled to disclose such information; or (e) to have been developed independently by the disclosing Party without regard to any information received in connection with this transaction.

“ Insider ” means (a) any officer, director, or owner of the Company; (b) any individual related by blood, marriage or adoption to any individual listed in clause (a) hereof; or (c) any Person in which any individual listed in clauses (a) or (b) hereof has a beneficial interest.

“ Inventory ” of the Company means all inventories of raw materials, work-in-process and finished goods, inventory in transit, office supplies, backlog, and service and repair parts, supplies and components held for resale, including any of the foregoing purchased subject to conditional sales or title retention agreements in favor of any third party, together with related packaging materials and all rights of the Company against suppliers of such inventories.

“ Knowledge ” means the actual knowledge of such Person after reasonable inquiry, and “ Knowledge ” as it is applied to the Company, means the actual knowledge of the Equity Holder after reasonable inquiry.

“ Law ” means any federal, state, local, municipal, foreign, international, multinational, or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute, or treaty.

“ Liability ” or “ Liabilities ” means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

“ Lien ” means any mortgage, pledge, deed of trust, assignment, lien, charge, encumbrance, judgment, pledge or security interest of any kind or nature whatsoever or any claim of right of any third-party, or the interest of a vendor or lessor under any conditional sale Contract, capital lease or other title retention Contract.

“ Losses ” means any and all actual out-of-pocket losses, Liabilities, damages, fees, , and costs and expenses (including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals). In no event shall any Losses include any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based on any type of multiple.

“ Material Adverse Effect ” means any event, change, circumstance, occurrence, effect or state of facts that is or could reasonably be expected to be materially adverse to the business, assets, liabilities, condition (financial or otherwise), results of operations, or prospects of the Business; provided, however, that "Material Adverse Effect" shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Company operates; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of Buyer; (vi) any changes in applicable Laws or accounting rules (including GAAP) after the date hereof; (vii) the announcement of the transactions contemplated by this Agreement; or (viii) any natural or man-made disaster or acts of God.

“ Material Contract ” means any Contract that primarily relates to the Business or is otherwise material to the Business.

“ Ordinary Course of Business ” means the ordinary course of the Business, consistent with past practice, including with regard to nature, frequency, and magnitude.

“ Organizational Documents ” means the articles or certificate of incorporation, bylaws, limited liability company agreement, partnership agreement or other governing documents of an entity.

“ Outstanding Transaction Expenses ” means fees and expenses that the Parties hereto have mutually agreed that Buyer will pay on the Company’s, the Equity Holders’, or the Beneficiary’s behalf at Closing relating to the negotiation, execution and delivery of this Agreement and the other Transaction Documents.

“ Permitted Lien ” means Liens related to the Company Indebtedness.

“ Person ” means any individual, corporation, partnership, joint venture, limited liability company, trust, unincorporated organization, Governmental Entity, or other legally recognized entity.

“ Pre-Closing Tax Period ” means any Tax period ending on or prior to the Closing Date and the portion of any Straddle Period up to and including the Closing Date.

“ Public Offering ” means a public debt or equity securities offering including, but not limited to, a public offer and sale of securities or debt by a broker, dealer or other intermediary. “ Private Offerings ” means a private debt or equity securities offering including, but not limited to, all offer and sale of unregistered securities by issuer, any equity and debt private placements, including, issuance of equity to company principals, venture capital financing, offering of investment grade securities, the offering of investment grade notes, offering of non-investment grade high-yield bonds or convertible notes, the sale of restricted securities, the sale of unregistered securities to accredited investors, any and all sale, transfers or offerings of unregistered securities for the purpose of generally raising capital.

“ Red Ocean Litigation ” means the litigation captioned Red Ocean Consulting, LLC, Brenton Hayden, Richard H. Enrico Revocable Trust Dated June 9, 1998, and Richard H. Enrico v. Titan CNG, LLC, Titan El Toro, LLC, Titan Diamond Bar, LLC, Titan Blaine, LLC, Kirk Honour, Scott Honour, John Yeros, Minn Shares Inc., and EVO Transportation & Energy Services, Inc. in Hennepin County District Court, Court File No. 27-CV-18-2405, and any claims, actions, suits, inquiries, proceedings (including any arbitration proceedings), orders, or investigations related thereto.

“ Related Party Transaction ” means any Contract, arrangement, or understanding under which a Company or its Insiders (a) has borrowed any monies from or has outstanding any indebtedness or other similar obligations to the Company or its Affiliates; (b) owns any direct or indirect interest of any kind in, or is a director, officer, member, employee, partner, equity owner, consultant or lender to, or borrower from, or has the right to participate in the management, operations or profits of, any Person which is (i) a competitor, supplier, customer, distributor, lessor, tenant, creditor or debtor of a Company, or (ii) participates in any transaction to which a Company is a party; or (c) is or has been a party to any Contract, arrangement, understanding or transaction with a Company.

“ Release ” or “ Released ” will have the meaning specified in 42 U.S.C. § 9601.

“ Shares ” means shares of common stock in the Company.

“ Strike Price ” means the purchase price per share of Common Stock pursuant to the Warrant.

“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, directors or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof.

“ Tax Return ” means all returns, declarations, reports, statements, computations and other documents required to be filed with any Governmental Entity in respect of Taxes.

“ Taxes ” means federal, state, county, local, foreign or other income, gross receipts, ad valorem, franchise, profits, sales or use, transfer, registration, excise, utility, environmental, communications, real or personal property, membership interest, license, payroll, wage or other withholding, employment, social security, severance, stamp, occupation, alternative or add-on minimum, estimated and other taxes of any kind whatsoever (including deficiencies, penalties, additions to tax, and interest attributable thereto) whether disputed or not.

“ Whisler Litigation ” means the litigation captioned Whisler Holdings, LLC, Mitesh Kalthia, Trustee of the MAAA Family Irrevocable Trust dated January 1, 2016, and Jean M. Noutary, as Trustee of the Jean M. Noutary Trust dated January 8, 2007 v. FIRST CNG, LLC and Does 1-20 in Superior Court of California, Orange County, Case No. 30-2018-00980206-CU-BC-CJC, and any claims, actions, suits, inquiries, proceedings (including any arbitration proceedings), orders, or investigations related thereto.

EXHIBIT B

FORM OF SELLER NOTE

[Intentionally Omitted]

EXHIBIT C

FORM OF Security Agreement and Pledge Agreement

[Intentionally Omitted]

EXHIBIT D

SUBSCRIPTION AGREEMENT

[Intentionally Omitted]

EXHIBIT E

FORM OF WARRANT

[Intentionally Omitted]

EXHIBIT F

FORM OF EMPLOYMENT AGREEMENT

[Intentionally Omitted]

EXHIBIT G

WORKING CAPITAL METHODOLOGY

[Intentionally Omitted]

EXHIBIT H

EXCLUDED ASSETS

[Intentionally Omitted]

EXHIBIT I

PURCHASE PRICE ALLOCATION

[Intentionally Omitted]

SCHEDULES

4.3: Required Third-Party Consents

4.4: Equity Interest

4.5(b): Undisclosed Liabilities, Indebtedness or Obligations

4.7: Permits

4.8: Claims

4.9: Property and assets to which the Company does not hold good and marketable title

4.10: Company Indebtedness

4.11: Material Contracts

4.12: Government Contracts

4.13: Insurance Policies and Claims

4.14: Intellectual Property

4.15: Real estate leased by Company

4:17: All jurisdictions where Company files Tax Returns

4.19: Related Party Transactions

4.20: Safety Ratings below Satisfactory

4.22: Broker or Finder Fees

4.24: Vendors giving notice to decrease volume of Business

4.26: Employee Benefit Plans

4.27: All Accounts and Safety Deposit Boxes

Exhibit 10.1

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS AND UNTIL THIS NOTE IS REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

PROMISSORY NOTE

June 1, 2018

$2,500,000.00

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, EVO Transportation & Energy Services, Inc., a Delaware corporation, on behalf of itself and its successors and assigns (collectively, the “ Maker ”), hereby unconditionally promises to pay to the order of Billy (Trey) Peck Jr. (the “ Noteholder ,” and together with the Maker, the “ Parties ”), the principal amount of TWO MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($2,500,000) (the “ Loan ”), together with all accrued interest thereon, as provided in this Promissory Note (the “ Note ,” as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms).

1. Definitions . Capitalized terms used herein and not defined elsewhere in this Note shall have the meanings set forth in this Section 1 .

“ Default Rate ” means nine percent (9%) per annum.

“ Employment Agreement ” means that certain employment agreement between Maker and Holder dated June 1, 2018.

“ Equity Purchase Agreement ” means that certain agreement for the equity interest in Thunder Ridge Transport, Inc. by and between EVO Transportation & Energy Services, Inc. as Buyer and Billy (Trey) Peck. Jr. as Equity Holder dated June 1, 2018.

“ Event of Default ” has the meaning set forth in Section 5 .

“ Governmental Authority ” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government (including any supranational bodies such as the European Union or the European Central Bank).

“ Interest Rate ” means the rate equal to six percent (6%) per annum, unless the Default Rate is applicable.

“ Law ” as to any Person means any law (including common law), statute, ordinance, treaty, rule, regulation, policy or requirement of any Governmental Authority and authoritative interpretations thereon, whether now or hereafter in effect, in each case, applicable to or binding on such Person or any of its properties or to which such Person or any of its properties is subject.

“ Loan ” has the meaning set forth in the introductory paragraph.

“ Maker ” has the meaning set forth in the introductory paragraph.

“ Maturity Date ” means the earlier of (a) the date Maker raises Forty Million Dollars ($40,000,000) at a Public Offering and/or Private Offerings as defined in the Equity Purchase Agreement; (b) December 31, 2018; and (c) termination of Noteholder’s employment with Maker by Maker without Cause (as defined in the Employment Agreement) or by Holder for Good Reason (as defined in the Employment Agreement).

“ Note ” has the meaning set forth in the introductory paragraph.

“ Noteholder ” has the meaning set forth in the introductory paragraph.

“ Order ” as to any Person, means any order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case, applicable to or binding on such Person or any of its properties or to which such Person or any of its properties is subject.

“ Parties ” has the meaning set forth in the introductory paragraph.

“ Person ” means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority or other entity.

2. Repayment of Principal .

2.1 Monthly Payments . The Maker will pay to Holder monthly principal payments of $14,000 each on or before the 5 ^th day following the end of each calendar month until the Loan is paid in full, whether at maturity, upon acceleration, by prepayment or otherwise, with the first principal payment due on or before July 5, 2018.

2.2 Final Payment Date . The aggregate unpaid principal amount of the Loan, all accrued and unpaid interest and all other amounts payable under this Note shall be due and payable on the Maturity Date.

2.3 Optional Prepayment . The Maker may prepay the Loan in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid and all accrued interest thereon to the date of prepayment. No prepaid amount may be reborrowed.

3. Interest .

3.1 Interest Rate; Payment . Except as otherwise provided herein, the outstanding principal amount of the Loan made hereunder shall bear interest at the Interest Rate, calculated monthly, from the date of this Note until the Loan is paid in full, whether at maturity, upon acceleration, by prepayment or otherwise. All accrued and unpaid interest will be due and payable on the Maturity Date.

3.2 Default Interest . If any payment of principal or interest hereof is more than Thirty (30) calendar days delinquent, whether or not notice of default has been given, and at the option of the Noteholder by written notice to Maker, Maker shall pay interest on the entire principal balance and any other amounts due under this Note at the rate equal to the Default Rate. The Default Rate shall be computed from the date which is thirty (30) days following the date the payment was due, and shall continue until the payment is made. Amounts of interest accrued at the Default Rate shall constitute part of the Loan. This paragraph, however, shall not be construed as an agreement or privilege to extend the date of the payment of the Loan, or as a waiver of any other right or remedy accruing to Noteholder by reason of the occurrence of any Event of Default.

3.3 Computation of Interest . All computations of interest shall be made on the basis of a year of 365/366 days, as the case may be, and the actual number of days elapsed. Interest shall accrue on the Loan beginning on the date hereof, and shall not accrue on the Loan on the day on which it is paid.

4. Payment Mechanics .

4.1 Manner of Payment . All payments of interest and principal shall be made in lawful money of the United States of America on the date on which such payment is due, without set-off or deduction of any kind, by cashier’s check delivered to the address as set forth in, or otherwise provided pursuant to, the notice provisions hereof or by wire transfer of immediately available funds to the Noteholder’s account at a bank specified by the Noteholder to the Maker from time to time.

4.2 Application of Payments . All payments made hereunder shall be applied first, to the payment of any fees or charges outstanding hereunder, second, to accrued interest and third, to the payment of the principal amount outstanding under the Note.

4.3 Business Day Convention . Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension will be taken into account in calculating the amount of interest payable under this Note.

5. Events of Default . The occurrence of any of the following shall constitute an Event of Default hereunder:

5.1 Failure to Pay . The Maker fails to pay any amount of the Loan when amount is due and such default continues ten (10) calendar days after the date the Noteholder gives notice that the amount is past due.

5.2 Late Fee . If any installment payable under this Note (including the final installment due on the Maturity Date) is not received by Noteholder on or prior to ten (10) calendar days after the same is due (without regard to any applicable cure or notice period, and regardless of whether notice of the failure to pay has been given), Maker shall pay to Noteholder upon demand an amount equal to two percent (2%) of such unpaid sum to defray the expenses incurred by Maker in handling and processing such delinquent payment and to compensate Maker for the loss of the use of such delinquent payment.

5.3 Bankruptcy .

(a) the Maker commences any case, proceeding or other action (i) under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or other relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Maker makes a general assignment for the benefit of its creditors;

(b) there is commenced against the Maker any case, proceeding or other action of a nature referred to in clause (a) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged or unbonded for a period of sixty (60) days;

(c) there is commenced against the Maker any case, proceeding or other action seeking issuance of a warrant of attachment, execution or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof;

(d) the Maker takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (a), (b) or (c) above; or

(e) the Maker is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due.

5.4 The Maker defaults under the terms of the Equity Purchase Agreement and such default continues for a period of Ten (10) calendar days after notice of default is given.

5.5 The Maker defaults under the terms of the Security Agreement, Pledge Agreement or any other document or agreement securing Maker’s performance under the Loan and the Note and such default continues for a period of Ten (10) calendar days after notice of default is given.

6. Remedies . Upon the occurrence of an Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may, at its option by written notice to the Maker, (a) declare the entire principal amount of this Note, together with all accrued interest thereon and all other amounts payable hereunder, immediately due and payable and/or (b) exercise any or all of its rights, powers or remedies under applicable law; provided, however that, if an Event of Default described in Section 5.3 shall occur, the principal of and accrued interest on the Loan shall become immediately due and payable without any notice, declaration or other act on the part of the Noteholder.

7. Additional Note Terms .

7.1 Lien . This Note and the obligations evidenced hereunder are secured by a Security Agreement and Pledge Agreement of even date herewith as set forth in the Equity Purchase Agreement.

7.2 Reserved .

7.3 Securities Act . This Note has not been registered under the Securities Act of 1933, as amended, or under the securities law of any state. This Note may not be sold or transferred in the absence of registration or exemption therefrom under said Act and any applicable state laws.

8. Miscellaneous .

8.1 Notices .

(a) All payments, notices, requests or other communications required or permitted to be delivered hereunder shall be delivered in writing to such address as a Party may from time to time specify in writing.

(b) Notices shall be deemed to have been given (i) if mailed by certified or registered mail, four (4) days after the date of mailing, (ii) if hand delivered, on the date of delivery, (iii) if sent by overnight courier service, on the day after the date of delivery to the courier, (iv) if sent by facsimile during the normal business hours of the recipient, on the day sent (and if sent after normal business hours, on the opening of the recipient’s business on the next day that is not a Saturday, Sunday or federal legal holiday) and (v) sent by email, on the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment).

8.2 Governing Law . This Note and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Note and the transactions contemplated hereby shall be governed by the laws of the State of Missouri.

8.3 Submission to Jurisdiction .

(a) The Maker hereby irrevocably and unconditionally (i) agrees that any legal action, suit or proceeding arising out of or relating to this Note may be brought in the federal or state courts of the State of Missouri, County of Greene, and (ii) submits to the jurisdiction of any such court in any such action, suit or proceeding, and (iii) agrees that the venue for any such action, suit or proceeding shall be only in such courts. Final judgment against the Maker in any action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment.

(b) Nothing in this Section 8.3 shall affect the right of the Noteholder to (i) commence legal proceedings or otherwise sue the Maker in any other court having jurisdiction over the Maker or (ii) serve process upon the Maker in any manner authorized by the laws of any such jurisdiction.

8.4 Waiver of Jury Trial . THE MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.

8.5 Counterparts; Integration; Effectiveness . This Note and any amendments, waivers, consents or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract. This Note constitutes the entire contract between the Parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Note by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Note.

8.6 Waiver of Notice . The Maker hereby waives presentment, demand for payment, protest, notice of dishonor, notice of protest or nonpayment, notice of acceleration of maturity and diligence in connection with the enforcement of this Note or the taking of any action to collect sums owing hereunder.

8.7 Amendments and Waivers . No term of this Note may be waived, modified or amended except by an instrument in writing signed by both of the parties hereto. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

8.8 Headings . The headings of the various Sections and subsections herein are for reference only and shall not define, modify, expand or limit any of the terms or provisions hereof.

8.9 No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising on the part of the Noteholder, of any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

8.10 Severability . If any term or provision of this Note is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Note or invalidate or render unenforceable such term or provision in any other jurisdiction.

[ Signature page follows. ]

IN WITNESS WHEREOF, the Maker has executed this Note as of date first written above.

	EVO TRANSPORTATION & ENERGY SERVICES, INC.

	By:	/s/ John Yeros
	Name:	John Yeros
	Title:	CEO

Accepted and agreed to by:

/s/ Billy (Trey) Peck Jr.
Billy (Trey) Peck Jr.

Signature Page to Seller Note

Exhibit 10.2

STOCK PLEDGE AGREEMENT

AGREEMENT (“Agreement” or “Pledge”), made and entered into this 1 ^st day of June, 2018, by and between EVO TRANSPORTATION & ENERGY SERVICES, INC. a Delaware corporation, (hereinafter referred to as “Pledgor”), and BILLY LEE PECK, JR. a/k/a TREY PECK (hereinafter referred to as “Pledgee”).

W I T N E S S E T H:

WHEREAS, effective June 1, 2018, Pledgee and Pledgor executed and delivered a certain equity purchase agreement (the “Equity Purchase Agreement”), whereby Pledgor agreed to purchase, and Pledgee agreed to sell all issued and outstanding shares of common stock in Thunder Ridge Transport, Inc., a Missouri corporation, (hereinafter referred to as the “Corporation”), constituting twenty (20) shares of common stock in the Corporation (the “Shares”); and

WHEREAS, pursuant to the terms of the Equity Purchase Agreement Pledgor has, effective of even date herewith, executed and delivered to Pledgee a promissory note, dated June 1, 2018, in the principal sum of Two Million Five Hundred Thousand Dollars ($2,500,000) hereinafter referred to as the “Note”); and

WHEREAS, Pledgor, in order to secure the performance of the obligation evidenced by the Note, is willing to also pledge the Shares of the Corporation purchased from Pledgee to Pledgee as security for the Note;

NOW, THEREFORE, for value received, and in consideration of the premises, the parties hereto agree as follows:

1. Pledge . The Pledgor, to secure the performance of the Note, does hereby grant and assign a security interest in, and pledge to Pledgee, as a purchase money security interest, all the outstanding Shares of common stock of the Corporation, which are represented by certificate number Ten (10) (the “Pledged Shares”), duly endorsed. Pledgor hereby appoints Pledgee’s attorney, Randy L. Smith, to arrange for the transfer of the Pledged Shares on the books of the Corporation to the name of the Pledgee, in order to perfect Pledgee’s security interest in the Pledged Shares. The Law Offices of Randy L. Smith, LLC shall hold the Pledged Shares for Pledgee as security for the repayment of the Note and in accordance with the terms of this Agreement, and Pledgee shall not encumber or dispose of the Pledged Shares except in accordance with the terms hereof. Pledgor hereby authorizes the Pledgee to file such financing, continuation and termination statements, and all amendments thereto, in any offices as the Pledgee may, in its sole discretion, determine to be necessary or advisable in order to perfect its lien and security interest in the Pledged Shares pursuant to this Agreement.

2. Voting and Dividends . Unless an Event of Default (as hereinafter defined) shall have occurred and be continuing, the Pledgor shall be entitled (a) to vote the Pledged Shares, except as specifically provided herein, and (b) to all dividends (cash or property) (except liquidating dividends) properly declared by the Corporation with respect to the Pledged Shares.

3. Limitation on Voting . During the term of this Pledge, Pledgor shall not be entitled to vote the Pledged Shares with respect to the following questions or issues presented to the shareholders of the Corporation: (a) the liquidation or dissolution of the Corporation, (b) the sale of all or substantially all the assets of the Corporation, (c) the filing of a petition by the Corporation under the Federal Bankruptcy Code or any amendment thereto or under any other insolvency law or law providing for the relief of debtors, including, without limitation, a petition for reorganization, or the commission by the Corporation of an act of bankruptcy, or the voluntary making of an assignment of assets for the benefit of its creditors, or the appointment of a trustee or receiver for the Corporation or the Corporation's assets, or the institution by the Corporation of any other type of insolvency proceeding (under the Bankruptcy Act or otherwise).

4. Adjustments . In the event that, during the term of this Pledge, any share dividend, reclassification, readjustment, or other change is declared or made in the capital structure of the Corporation, all new, substituted, and additional shares, or other securities, issued by reason of such change shall be held by Pledgee under the terms of this Agreement in the same manner as the shares originally pledged hereunder.

5. Term . Upon the payment at maturity of all indebtedness evidenced by the Note, The Law Offices of Randy L. Smith, LLC, at the direction of Pledgor and Pledgee, shall deliver to Pledgor the Pledged Shares, and said delivery shall constitute the transfer by Pledgee of all rights received by Pledgee as a result of its record ownership thereof pursuant to the terms of this Agreement.

6. Transfer of Pledged Shares . If all or any part of the Pledged Shares or any interest therein is sold or transferred by Pledgor without Pledgee’s prior written consent, Pledgee may, at Pledgee’s option, declare all sums secured by this Pledge to be immediately due and payable.

7. Default . An event of default (“Event of Default”) shall be deemed to have occurred in the event of any of the following:

(a) If Pledgor shall fail to perform any of their obligations secured by this Agreement;

(b) If the Pledgor shall fail to perform any covenant, condition or provision of this Agreement; or

8. Remedies Upon Default .

(a) Pledgor acknowledges and agrees that pursuant to the provisions of the Equity Purchase Agreement that Pledgor shall, in the event of a default in the payment of the Purchase Price as set forth therein and upon written notice from Pledgee to Pledgor, immediately surrender all right title and interest to and Pledgee will be entitled to immediate return of the Pledged Shares.

(b) Upon an Event of Default (as defined in Section 7 hereof), the Pledgee shall have the rights and remedies provided in the Uniform Commercial Code in force in the State of Missouri on the date of this Agreement, and in this connection, Pledgee may, upon five (5) days written notice to Pledgor, sent by registered or certified mail, return receipt requested, and without liability for any diminution in price which may have occurred, sell all or any portion of the Pledged Shares in such manner and in such price as Pledgee may determine. At any bona fide public sale Pledgee shall be free to purchase all or any part of the Pledged Shares. The Pledgor recognizes that the Pledgee may be unable to effect a public sale of all or any part of the Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933 (the “Securities Act”), but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor agrees that private sales so made may be at prices and other terms less favorable to the Pledgee than if such Pledged Shares were sold at public sales, and that the Pledgee has no obligation to delay sale of any Pledged Shares for any period of time necessary to permit the Corporation, even if the Corporation would agree, to register the Pledged Shares for public sale under the Securities Act. Pledgor agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonably manner. The proceeds of any disposition or sale of the Pledged Shares by the Pledgee shall be applied as follows:

(i) First, to the costs and expenses incurred therewith or incidental thereto and to the care or safekeeping of any of the Pledged Shares or in any way relating to the rights of the Pledgee hereunder, including reasonable attorney fees and legal expenses;

(ii) Second, to the satisfaction of Pledgor’s indebtedness to Pledgee;

(iii) Third, to the payment of any other amounts required by applicable law (including, without limitation, RSMo. §400.9-504(1)(c)(1986)); and

(iv) Fourth, to the Pledgor to the extent of any surplus proceeds.

In lieu of sale of the Pledged Shares, Pledgee may, after default, retain said securities in satisfaction of Pledgor’s indebtedness to Pledgee. If Pledgee so elects to retain the Pledged Shares, it shall so notify Pledgor, by registered or certified mail, return receipt requested.

9. Pledgor’s Representations . The Pledgor represents and warrants the following:

(a) Pledgor has all requisite power and authority to enter into this Agreement, to pledge the Pledged Shares for the purposes described in Section 1 hereof, and to carry out the transactions contemplated by this Agreement.

(b) Pledgor is the legal and beneficial owner of all of the Pledged Shares.

(c) All of the Pledged Shares are owned by the Pledgor free of any pledge, mortgage, hypothecation, lien, charge, encumbrance or security interest in such shares or the proceeds thereof, except for that granted hereunder.

(d) Upon delivery of the Pledged Shares to the Pledgee, this Agreement shall create a valid lien upon and perfected security interest in the Pledged Shares and the proceeds thereof, subject to no prior security interest, lien, charge or encumbrance, or agreement purporting to grant to any third party a security interest in the property or assets of the Pledgor which would include the Pledged Shares.

(e) Pledgor shall execute alone or with Pledgee any financing statement or procure any document necessary to protect the security interest of the Pledgee under this Agreement against the interests of third persons. Pledgor shall pay all reasonable costs of filing any financing, continuation or termination statements with respect to the security interest created by this Agreement. Pledgor hereby authorizes Pledgee to file all financing, continuation and termination statements, and all amendments thereto, in any offices as the Pledgee, in its sole discretion, may determine.

(f) All information provided by the Pledgor to the Pledgee concerning the Pledgor is true, accurate and complete. Pledgor shall provide Pledgee with written notice at least thirty (30) days before the date the Pledgor takes any action to change its state of residency.

(g) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either (i) for the pledge by Pledgor of the Pledged Shares pursuant to this Agreement or for the execution, delivery, or performance of this Agreement by Pledgor, or (ii) for the exercise by Pledgee of the voting or other rights provided for in this Agreement or the remedies with respect to the Pledged Shares pursuant to this Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).

(h) Pledgor will not (i) sell or dispose of, or grant any option with respect to, the Pledged Shares, or (ii) create or permit to exist any lien, security interest or other charge or encumbrance upon or with respect to any of the Pledged Shares, except for the security interest under this Agreement.

10. Binding Effect and Benefits . This Agreement shall be binding upon, and shall inure to the benefit of, and be enforceable by, the parties hereto and their respective heirs, personal representatives, successors and assigns.

11. Counterparts . This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

12. Further Actions . At any time and from time to time on or after the date hereof, each party agrees, without further consideration, to take such actions and to execute and deliver such documents as may be reasonably necessary to effectuate the purpose of this Agreement.

13. Governing Law . This Agreement shall be construed and interpreted in accordance with, and governed by, the laws of the State of Missouri.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

	/s/ John P. Yeros
	EVO Transportation & Energy Services, Inc.

	By: John P. Yeros

	Title: Chief Executive Officer

	“Pledgor”

	/s/ Billy Lee Peck, Jr.
	BILLY LEE PECK, JR.

	“Pledgee”

Exhibit 10.3

SECURITY AGREEMENT

EVO Transportation & Energy Services, Inc., a Delaware corporation, and Thunder Ridge Transport, Inc., a Missouri corporation, (collectively “Debtor”) having an address of 8285 West Lake Pleasant Parkway Peoria, Arizona 85382, and Billy L. Peck, Jr. (“Secured Party”), hereby agree, effective June 1, 2018, as follows:

1. Background and Purpose

The parties acknowledge that EVO Transportation & Energy Services, Inc. has executed a promissory note, of even date herewith, payable to Secured Party in the original principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000) (“Note”). The parties further acknowledge that to secure EVO Transportation & Energy Services, Inc.’s obligations under the Note, and Debtor’s obligations under this Agreement, Debtor has agreed to grant Secured Party a security interest as provided below.

2. Grant of Security Interest

To secure Debtor’s Obligations (as defined in Paragraph 3 below), Debtor grants to Secured Party a first priority, purchase money security interest in the Collateral (as defined in Paragraph 4 below).

3. Obligations

For purposes of this Agreement, “Obligations” means any and all debts, obligations, and liabilities of EVO Transportation & Energy Services, Inc., its affiliates, subsidiaries, successor or assigns to Secured Party arising out of, or relating in any way to the Note, and any obligations of Debtor to Secured Party pursuant to this Agreement, whether existing or arising after the date of this Agreement; whether voluntary or involuntary; whether jointly owned with others; whether direct or indirect; or whether absolute or contingent; and whether or not from time to time increased, decreased, extinguished, created, or incurred.

4. Collateral

For purposes of this Agreement, “Collateral” means:

(a) All accounts, accounts receivable, contract rights, and general intangibles of Thunder Ridge Transport, Inc., including, without limitation, all forms of payment, all present and future incomes, rents, revenues, issues and profits, goodwill, licenses and license rights, bailment or leasehold interests, whether as lessor or lessee, all choses in action and recoveries for any loss in value or items of property described in this Agreement, all rights of Thunder Ridge Transport, Inc. as an unpaid seller of goods and services (including, but not limited to, the rights of stoppage in transit, replevin, reclamation, and resale), rights in and to security agreements and other contracts or assignments providing security to Thunder Ridge Transport, Inc., book debts, credits, indemnities, warranties or guarantees payable to Thunder Ridge Transport, Inc. on loss or damage of property, inventions, designs, design registrations, trademarks, trade styles, trade names, know-how, powers, privileges, logos, franchise rights, payments in kind, advertising and promotional materials, trade secrets, patents, patent rights, copyrights, patent applications, tax refunds, customer lists, business and accounting records, including all ledger account cards, computer tapes and disks and other computer information, in all cases whether now owned or hereafter created or acquired by Thunder Ridge Transport, Inc. or in which Thunder Ridge Transport, Inc. may now have or may after the date of this Agreement acquire an interest;

(b) All inventory, including, without limitation, all goods held for sale or lease, finished goods, merchandise, parts, supplies, raw materials, and work-in-process of every kind and description, and all products thereof, whether now owned or acquired by Thunder Ridge Transport, Inc. after the date of this Agreement, or in which Thunder Ridge Transport, Inc. may now have or may after the date of this Agreement acquire an interest, including, without limitation, inventory temporarily out of Thunder Ridge Transport, Inc.’s custody or possession and any returns or repossessions on any sales or accounts;

(c) All goods, including, without limitation, equipment, machinery, materials, furniture, furnishings, engines, appliances, fixtures, tools, parts, supplies, and vehicles of every kind and description, whether now owned or acquired by Thunder Ridge Transport, Inc. after the date of this Agreement or delivered to the real property of Thunder Ridge Transport, Inc., or in which Thunder Ridge Transport, Inc. may now have or may after the date of this Agreement acquire an interest, and all additions, accessions, replacements, substitutions, and improvements to such goods and wherever located;

(d) All documents, documents of title, deposit accounts, negotiable and nonnegotiable instruments, shares, stocks, bonds, debentures, securities, moneys, sources of money, uncalled capital, letters of credit, investment property, and chattel paper whether now owned or acquired after the date of this Agreement by Thunder Ridge Transport, Inc.;

(e) All instruments, documents, securities, monies, and property in which Thunder Ridge Transport, Inc. has or hereafter acquires rights which now or hereafter are at any time in the possession or control of Thunder Ridge Transport, Inc. or in transit by mail or carrier to or in the possession of any third party acting on behalf of Thunder Ridge Transport, Inc. without regard to whether Thunder Ridge Transport, Inc. received the same in pledge, for safekeeping, as agent for collection or transmission or otherwise or whether Thunder Ridge Transport, Inc. had conditionally released the same; and

(f) All proceeds and products of any of the personal property described above, in any form, including, without limitation, proceeds of any insurance relating to such collateral or fire and builder’s risk insurance and unrenewed insurance premiums; proceeds consisting of any of the above types of collateral; all awards made in eminent domain proceedings or purchased in lieu of such eminent domain proceedings; proceeds of any noncommercial tort cause of action in existence, now or after the date of this Agreement; and all replacements, substitutions, renewals, returns, additions, accessions, rents, royalties, issues, documents of ownership, and receipts for any of the foregoing.

5. Representations and Warranties

As a material inducement to Secured Party under this Agreement, Debtor represents and warrants, based solely on the representations and warranties of Secured Party in that certain Equity Purchase Agreement between EVO Transportation & Energy Services, Inc. and Secured Party dated of even date herewith, that the following are and shall remain true and correct:

5.1 Title

Debtor is the owner of all right, title, and interest in the Collateral free and clear of all liens, encumbrances, and security interests, unless otherwise indicated in this Agreement or Exhibit A hereto and except the security interest created by this Agreement.

5.2 Defenses

No defenses, offsets, claims, or counterclaims exist against Debtor that may be asserted against Secured Party in any proceeding to enforce Secured Party’s rights in the Collateral.

5.3 Conflict

The execution, delivery, and performance of this Agreement by Debtor is not in violation of any applicable law or regulation or contractual obligation of Debtor.

5.4 First Priority Lien

The liens granted to Secured Party under this Agreement will constitute a first priority purchase money security interest and lien on the Collateral subject only to the filing of a UCC-1 Financing Statement and any prior lien set forth in Exhibit A. The lien to Secured Party does not constitute a fraudulent conveyance under any applicable law.

5.5 Survival of Representations and Warranties

All of the Debtor’s representations and warranties contained in this Agreement shall survive the execution and delivery of this Agreement.

6. Covenants of Debtor

6.1 Protection of Security Interest

Contemporaneously with the execution of this Agreement, Debtor shall properly execute and deliver to Secured Party UCC-1 Financing Statements to enable Secured Party to perfect Secured Party’s security interest in the Collateral. Debtor agrees also to execute, file, and record such other statements, notices, and agreements, take such action and obtain such certificates and documents, in accordance with all applicable laws, statutes, and regulations as may be necessary or advisable to perfect, evidence, and continue Secured Party’s security interest in the Collateral.

6.2 Transactions Involving Collateral

Debtor shall not, without the prior written consent of Secured Party, (a) sell, offer to sell, or otherwise transfer the Collateral except in the ordinary course of business, or (b) pledge, mortgage, encumber, or otherwise permit the Collateral to be subject to any lien, security interest, or charge, other than the security interest created by this Agreement.

6.3 Compliance with Laws

Debtor shall comply with all laws, statutes, and regulations pertaining to the Collateral.

6.4 Insurance

Debtor will at all times keep the Collateral insured against loss, damage, theft, and such other risks as Secured Party may reasonably require in such amounts and companies and under such policies and in such form, and for such periods, as shall be reasonably satisfactory to Secured Party, and each such policy shall provide that loss thereunder and proceeds payable there-under shall be payable to Secured Party as its interest may appear (and Secured Party may apply any proceeds of such insurance which may be received by Secured Party toward payment of the Obligations, whether or not due, in such order of application as Secured Party may determine) and each such policy shall provide for 10 days’ written minimum cancellation notice to Secured Party; and each such policy shall, if Secured Party so requests, be deposited with Secured Party; and Secured Party may act as attorney for Debtor in obtaining, settling, and cancelling such insurance and endorsing any drafts.

6.5 Taxes, Assessments, and Liens

Debtor shall pay when due all taxes, assessments, and liens with regard to the Collateral. Debtor may withhold any such payment or may elect to contest any lien if Debtor is conducting appropriate proceedings in good faith to contest the obligation to pay and so long as Secured Party’s interest is not jeopardized.

6.6 Notification of Change in Name

The Debtor shall notify the Secured Party in writing of a change in the Debtor’s names or identities within five days after the change. The Debtor shall also cooperate with the Secured Party to enable the Secured Party to file either a new UCC-1 Financing Statement or an amendment to the existing UCC-1 Financing Statement to reflect the change and to continue the Secured Party’s security interest in the Collateral.

7. Authorized Action by Secured Party

Debtor irrevocably appoints Secured Party as Debtor’s attorney in fact to do any act that Debtor is obligated to do pursuant to this Agreement to preserve or protect the Collateral and to preserve, protect, or establish Secured Party’s lien on the Collateral. Debtor further irrevocably appoints Secured Party to exercise such rights and powers as Debtor might exercise with respect to the Collateral following an Event of Default, as defined below. These powers shall include without limitation the right to:

(a) Collect by legal proceedings or otherwise, and endorse, receive, and receipt all dividends, interest, payments, proceeds, and other sums and property now or after the date of this Agreement payable on account of the Collateral,

(b) Transfer the Collateral to Secured Party’s own or Secured Party’s nominee’s name, and

(c) Make any compromise or settlement and take any action Secured Party deems advisable with respect to the Collateral. Debtor agrees to reimburse Secured Party on demand for any costs and expenses, including without limitation reasonable attorney fees, which Secured Party may incur while acting as Debtor’s attorney in fact under this Agreement, all of which costs and expenses are included in the Obligations secured by this Agreement. Secured Party shall have no obligation to act pursuant to this paragraph and shall not be required to make any presentment, demand, or protest, or give any notice or take any action to preserve any rights against any other person in connection with the Collateral.

8. Defaults and Remedies

8.1 Event of Default

Any of the following events or conditions shall constitute an Event of Default by Debtor under this Agreement:

(a) Default in payment of the Obligations in accordance with the terms of the Note;

(b) Default in the performance of any Obligations or breach of any agreement, representation, or warranty contained in this Agreement;

(c) Any levy or proceeding against the Collateral or Debtor’s interest in the Collateral, except if Debtor is conducting appropriate proceedings in good faith to contest the levy or proceeding; or

(d) The filing of a petition by or against Debtor under the provisions of the Bankruptcy Code.

8.2 Remedies

On the occurrence of an Event of Default, Secured Party:

(a) Shall have and may exercise all rights and remedies accorded to Secured Party by the Missouri Uniform Commercial Code;

(b) May declare all unperformed Obligations, in whole or in part, of Debtor immediately due and payable without demand or notice; and

8.3 Remedies Cumulative

All of Secured Party’s rights and remedies, whether evidenced by this Agreement or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Secured Party to pursue any remedy shall not exclude pursuit of any other remedy.

9. Waiver of Hearing

Debtor expressly waives any constitutional or other right to a judicial hearing prior to the time Secured Party takes possession or disposes of the Collateral on an Event of Default as provided in Paragraph 8 above.

10. Waiver

Secured Party shall not be deemed to have waived any rights under this Agreement unless such waiver is in writing and signed by Secured Party. No delay or omission on the part of Secured Party in exercising any right shall operate as a waiver of such right or any other right.

11. Additional Documentation; Cooperation

Each party shall, on the request of the other, execute, acknowledge, and deliver to the other any instrument that may be required to accomplish the intent of this Agreement. Each party agrees to cooperate to effectuate the intent of this Agreement and shall take all appropriate action necessary or useful in doing so.

12. Miscellaneous

12.1 Successors and Assigns

Subject to the provisions otherwise contained in this Agreement, this Agreement shall inure to the benefit of and be binding on the successors and assigns of the respective parties.

12.2 Notices

Any notice under this Agreement shall be in writing, and any written notice or other document shall be deemed to have been duly given

(a) on the date of personal service on the parties,

(b) on the third business day after mailing, if the document is mailed by registered or certified mail,

(c) one day after being sent by professional or overnight courier or messenger service guaranteeing one day delivery, with receipt confirmed by the courier, or

(d) on the date of transmission if sent by facsimile, email, or other means of electronic transmission resulting in written copies, with receipt confirmed. Any such notice shall be delivered or addressed to the parties at the addresses set forth below or at the most recent address specified by the addressee through written notice under this provision. Failure to conform to the requirement that mailings be done by registered or certified mail shall not defeat the effectiveness of notice actually received by the addressee.

12.3 Amendment

The provisions of this Agreement may be modified at any time by written agreement of the parties. Any such agreement made after the date of this Agreement shall be ineffective to modify this Agreement in any respect unless in writing and signed by Debtor and Secured Party.

12.4 Attorney Fees; Prejudgment Interest

If the services of an attorney are required by Secured Party to secure the performance of this Agreement or otherwise on the breach or default of this Agreement, or if any judicial remedy or arbitration is necessary to enforce or interpret any provision of this Agreement or the rights and duties of any person in relation to this Agreement, Secured Party shall be entitled to reasonable attorney fees, costs, and other expenses, in addition to any other relief to which Secured Party may be entitled. Any award of damages following judicial remedy or arbitration as a result of the breach of this Agreement or any of its provisions shall include an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law.

12.5 Post-Judgment Attorney Fees

If the services of an attorney are required by any party to enforce a judgment rendered in connection with this Agreement, the judgment creditor shall be entitled to reasonable attorney fees, costs, and other expenses, and such fees, costs, and expenses shall be recoverable as a separate item. This provision shall be severable from all other provisions of this Agreement, shall survive any judgment, and shall not be deemed merged into the judgment.

12.6 Captions

All paragraph captions are for reference only and shall not be considered in construing this Agreement.

12.7 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement that can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated.

12.8 Governing Law

The rights and obligations of the parties and the interpretation and performance of this Agreement shall be governed by the law of the State of Missouri, excluding its conflict of laws rules.

12.9 Venue

Debtor agrees that any actions arising under this Agreement shall be heard and resolved in and be subject to the exclusive jurisdiction of the courts in Missouri, County of Greene.

12.10 Entire Agreement

This document and its exhibits constitute the entire agreement between the parties, all oral agreements being merged in this Agreement, and supersede all prior representations. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties relating to the subject matter of this Agreement that are not fully expressed in this Agreement or its exhibits.

(SIGNATURE PAGE FOLLOWS)

DEBTOR:

/s/ John P. Yeros
EVO Transportation & Energy Services, Inc.
By: John P. Yeros
Title: Chief Executive Officer

/s/ Billy (Trey) Peck Jr.
Thunder Ridge Transport, Inc.
By: Billy (Trey) Peck Jr.
Title: President and CEO

SECURED PARTY:

/s/ Billy L. Peck, Jr.
Billy L. Peck, Jr.

Exhibit A

Exhibit 10.4

EMPLOYMENT AGREEMENT

This Employment Agreement (the " Agreement ”) is entered into as of June 1, 2018, by and between EVO Transportation & Energy Services, Inc. (the “ Company ”) and Billy (Trey) Peck, Jr. (“ Employee ”). This Agreement will become effective upon the Closing of the transaction set forth in that separate Equity Purchase Agreement, dated the same date as this Agreement, by and among EVO Transportation & Energy Services, Inc., a Delaware corporation, as Buyer and Billy (Trey) Peck Jr. as Equity Holder, and the other parties thereto, as Closing is defined therein (the “ Effective Date ”). Absent such Closing, this Agreement shall be null and void and of no force or effect.

1. Duties and Scope of Employment .

(a) Positions and Duties . During the Employment Term (as defined below), Employee will be employed as the Executive Vice President of Business Development of the Company. Employee’s authority, duties, and responsibilities will correspond to Employee’s position and will include any particular authority, duties, and responsibilities that the Company may reasonably assign to Employee from time to time related to Employee’s position.

(b) Obligations . During the Employment Term, Employee is required to faithfully and conscientiously perform his assigned duties and to diligently observe all of his obligations to the Company. Employee agrees to devote his full business time and efforts, energy and skill to his employment at the Company, and Employee agrees to apply all his skill and experience to the performance of his duties and advancing the Company’s interests. The foregoing shall not preclude Employee from (i) engaging in civic, charitable or religious activities (including serving as a director, trustee or officer) or, with the prior written consent of the Company, from serving on the boards of directors of other private companies or (ii) engaging in investments, including but not limited to real estate investments and acting as the general partner or manager thereof, as long as such activities do not interfere or conflict with Employee’s responsibilities or duties hereunder. During the Employment Term, Employee may not perform services as an employee or consultant of any other competitive organization and Employee will not assist any other person or organization in competing with the Company or in preparing to engage in competition with the business or proposed business of the Company. Employee shall comply with and be bound by Company’s operating policies, procedures, and practices from time to time in effect during his employment that apply to all Executive-level employees of the Company. By signing this Agreement, Employee confirms to the Company that he has no contractual commitments or other legal obligations that would prohibit him from performing his duties for the Company.

(c) Employment Term . The term of this Agreement shall be four (4) years commencing on the Effective Date, unless terminated earlier pursuant to the terms herein (the “ Initial Term ”). Unless earlier terminated pursuant to the terms herein, the Initial Term shall be automatically renewed for consecutive additional one-year terms (each, a “ Renewal Term ”) upon the expiration of the Initial Term or any Renewal Term unless the Company or Employee delivers to the other at least ninety (90) days prior to the expiration of the Initial Term or the then-current Renewal Term, as the case may be, a written notice specifying that the term of Employee’s employment will not be renewed at the end of the Initial Term or the then-current Renewal Term, as the case may be. Like the Initial Term, the then-current Renewal Term is subject to earlier termination pursuant to the terms herein. The Employee’s period of employment hereunder is referred herein as the “ Employment Term, ” whether the Initial Term, the then-current Renewal Term, or the shorter period through the date of an earlier termination thereof as provided elsewhere herein The notice of non-renewal given by the Company is referred to herein as the “ Company’s Non-Renewal .” The notice of non-renewal given by Employee is referred to herein as the “ Employee’s Non-Renewal .”

(d) Place of Performance . Employee will initially primarily report to the principal office of Thunder Ridge Transport, Inc., an Affiliate of the Company, which is currently located in the Springfield, Missouri area, until the Company designates a corporate headquarters, at which point Employee will primarily report to the Company’s corporate headquarters. Employee understands and agrees that his duties will include reasonable travel, including but not limited to travel to offices of the Company, its Affiliates, and such other business travel as is reasonably necessary and appropriate to the performance of Employee’s duties hereunder, subject to reimbursement of expenses pursuant to Section 6 below.

2. At-Will Employment . The parties agree that Employee’s employment with the Company will be “at-will” employment and may be terminated at any time, upon written notice, either by the Company without Cause (in any such case, “ Company’s At-Will Termination ”) or by Employee without Good Reason (in any such case, “ Employee’s At-Will Termination ”). Employee understands and agrees that neither his job performance for, nor promotions, commendations, bonuses or the like from, the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of his employment with the Company. However, as described in this Agreement, Employee may be entitled to Severance Pay (defined below) and Severance Benefits (defined below) depending upon the circumstances of the termination of the Employment Term as set forth in Section 7(b) below.

3. Compensation .

(a) Initial Base Salary . During the Employment Term, the Company will pay Employee an annual base salary as compensation for his services (the “ Base Salary ”) at the initial rate of Two Hundred Thousand Dollars ($200,000). The Base Salary will be paid periodically in accordance with the Company’s normal payroll practices. The Base Salary will be subject to review and adjustment by the Company after the Initial Term.

(b) Annual Incentive Bonus . During the Employment Term, Employee will be eligible to earn an annual incentive bonus (an “ Annual Bonus ”) under the same or substantially same bonus arrangement, plan or program as in effect for other executive-level employees of the Company from time to time and based upon the same general objective standards as are applied to the other executive-level employees of Company, provided that Employee’s personal performance objective’s shall be unique to his role. Consistent therewith, the Company will determine Employee’s target bonus opportunity and the criteria for earning such bonus, as well as Employee’s achievement of such criteria, and the amount of the Annual Bonus earned and payable to Employee for such year. Any Annual Bonus that is earned and becomes payable pursuant to this Section 3(b) will be paid no later than March 15 of the calendar year immediately following the calendar year to which the Annual Bonus relates. Employee’s Annual Bonus for calendar year 2018 shall be prorated on a weekly basis for his period of employment in such year. Employee must remain employed by the Company through December 31 of the applicable calendar year to be eligible to earn an Annual Bonus for such year; provided, however, that if the Employment Term ends prior to December 31 by reason of either termination by Employee for Good Reason or by the Company’s At-Will Termination, the Annual Bonus for such partial calendar year shall be prorated on a weekly basis for his period of employment in such year. The determinations of the Company with respect to the Annual Bonus will be final and binding unless there is direct evidence that the determination was in violation of the terms and provision of this Section 3(b) or the applicable program, plan or arrangement.

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(c) Equity . During the Employment Term, Employee will be eligible to receive awards of stock options pursuant to the same or substantially same stock option arrangement, plan or program as in effect for other executive-level employees of the Company from time to time and based upon the same objective standards as are applied to the other executive-level employees of Company. Consistent therewith, the Company will determine whether Employee will be granted any such equity awards and the terms of any such award in accordance with the terms of the applicable program, plan or arrangement that may be in effect from time to time.

4. Employee Benefits . During the Employment Term, Employee will be entitled to participate in the employee benefit plans and programs currently and hereafter maintained by the Company of general applicability to other executive-level employees and to employees generally of the Company, subject to eligibility requirements and the applicable terms and conditions of the subject plan or program and the determination of any committee uniformly administering such plan or program. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.

5. Vacation . During the Employment Term, Employee will be eligible to accrue paid vacation of up to twenty (20) days per calendar year, prorated for any partial calendar year of employment, in accordance with the Company’s standard vacation policy (including, without limitation, its policy on the maximum accrual, carry-over and payout), with the timing and duration of specific vacations mutually and reasonably agreed to by Employee and the Company.

6. Expenses . During the Employment Term, the Company will reimburse Employee for reasonable travel, lodging, meal, entertainment or other expenses incurred by Employee in the furtherance of or in connection with the performance of Employee’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time.

7. Accrued Obligations; Severance; COBRA .

(a) Accrued Obligations . Upon the termination or expiration of the Employment Term for any reason, Company shall pay to Employee the following: (i) all unpaid Base Salary through the last day of the Employment Term; (ii) all unreimbursed expenses that otherwise are payable to Employee pursuant to Section 6 above, and (iii) all other accrued payments or benefits to which Employee is entitled and has earned under the terms of any applicable compensation, bonus, award or similar arrangement, plan or program (collectively, the “ Accrued Obligations ”). The Accrued Obligations shall be paid to Employee in a lump sum in cash within thirty (30) days following the termination or expiration of the Employment Term, unless otherwise required by law or the terms of the applicable arrangement, plan or program, in which case the same shall be paid as soon as permitted thereunder.

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(b) Severance . If the Employment Term ends by reason of either termination by Employee for Good Reason or by the Company’s At-Will Termination, the Company shall pay to Employee the greater of (as applicable, “ Severance Pay ”) (i) an amount equal to the product of (A) the number of full or partial months, if any, in the period beginning on the date the Employment Term ended and ending on the date the Initial Term would have ended, if later than the date the Employment Term actually ended, multiplied by (B) Employee’s monthly Base Salary (as in effect immediately prior to the termination date) or (ii) an amount equal to one-half of Employee’s annual Base Salary (as in effect immediately prior to the termination date). The Severance Pay shall be paid by the Company to Employee in substantially equal monthly installments, without reduction or set off (other than as provided in Section 11(a) below), in accordance with the Company’s standard payroll procedures, commencing on the sixtieth (60 ^th ) day following the termination or expiration of the Employment Term, provided that the revocation period(s) set forth in the Release Agreement set forth in Section 8(a) below have expired without revocation. If the Employment Terms ends by reason of either termination by the Company for Cause or by Employee’s Non-Renewal of the Initial Term or any Renewal Term or by Employee’s At-Will Termination, or due to Employee’s death or disability, no Severance Pay will be owing or paid to Employee.

(c) COBRA . If the Employment Term ends by reason of either termination by Employee for Good Reason or by the Company’s At-Will Termination, to the extent Employee and Employee’s spouse and/or dependent children properly (and timely) elect COBRA continuation coverage under the Company’s group health insurance plan, the Company shall pay, on Employee’s behalf, all of the premiums due for such coverage for a period beginning on the date the Employment Term so ended and ending on the earliest to occur of (as applicable, “ Severance Benefits ”) (i) the date on which Employee is no longer entitled to COBRA continuation coverage under the Company’s group health insurance plan, (ii) the last day of the month that includes or immediately precedes the first day that Employee is covered under another employer’s group health insurance plan or (iii) the last day of the month in which Employee receives his final Severance Pay payment; provided, however, that notwithstanding the foregoing or any other provision in this Agreement to the contrary, the Company may unilaterally amend this Section 7(c) or eliminate the benefit provided hereunder, upon written notice to Employee, but only if and to the extent necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company, including, without limitation, under Code Section 4980D. If the Employment Terms ends by reason of either termination by the Company for Cause or by Employee’s Non-Renewal of the Initial Term or any Renewal Term or by Employee’s At-Will Termination, or due to Employee’s death or disability, no Severance Benefits will be owing to Employee.

8. Conditions to Receipt of Severance Pay and Severance Benefits .

(a) Release of Claims . The receipt of Severance Pay and Severance Benefits will be subject to Employee signing, delivering, not revoking and complying with a general release and waiver of claims in favor of the Company and its officers, directors and affiliates, which general release and waiver of claims shall be in a form prepared by the Company, in its reasonable discretion. The release will exclude any claims related to the Equity Purchase Agreement negotiated by and between Employee as Equity Holder and EVO Transportation & Energy Services, Inc. as Buyer dated June 1, 2018, and the note associated therewith (the “ Seller Note ”), and any documents or agreement securing the same. By way of example and not limitation, the general release and waiver of claims will include any claims for wages, bonuses, employment benefits, or damages of any kind whatsoever, arising out of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, any theory of wrongful discharge, any legal restriction on the Company’s right to terminate employment, or any federal, state or other governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the federal Age Discrimination in Employment Act, the American with Disabilities Act, the Family and Medical Leave Act, or any other legal limitation on the employment relationship.

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(b) Compliance with Covenants . The receipt of Severance Pay and Severance Benefits will be subject to Employee’s compliance with Sections 9(a), 9(b), 9(c) and 9(d) of this Agreement. In the event Employee breaches any of Sections 9(a), 9(b), 9(c) or 9(d), (i) all remaining payments of Severance Pay and/or Severance Benefits to which Employee otherwise is entitled pursuant to Section 7(b) and Section 7(c) will immediately cease, and (ii) Employee will repay, or cause to be repaid, to the Company the full amount of any payments of Severance Pay and Severance Benefits previously paid by the Company to Employee or on behalf of Employee pursuant to Section 7(b) and/or Section 7(c) prior to the date of such breach.

9. Restrictive Covenants .

(a) Non-Competition . In recognition of the consideration provided herein, and in connection with the protection of the Company’s trade secrets and customer contacts, Employee agrees that, during the Employment Term and ending on the later to occur of (i) the twelve (12) month anniversary following the termination or expiration of the Employment Term or (ii) the last day of the Severance Pay period as set forth in Section 7(b) (as applicable, the “ Restricted Period ”), Employee shall not either directly or indirectly, whether for consideration or otherwise: (i) engage in (except on behalf of the Company or any of its Affiliates), or compete with the Company or any of its Affiliates in, a Competing Business anywhere in the Territory (any such entity, a “ Competing Entity ”); or (ii) form or assist others in forming, be employed by, perform services for, become an officer, director, member or partner of, or participant in, or consultant or independent contractor to, invest in or own any interest in (whether through equity or debt securities), assist (financially or otherwise) or lend Employee’s name, counsel or assistance to, any Competing Entity.

(b) Non-Solicitation . In recognition of the consideration provided herein, Employee agrees that, during the Restricted Period, Employee shall not either directly or indirectly, whether for consideration or otherwise: (i) solicit or accept business from any customer of the Company for the purpose of providing goods or services in a Competing Business or solicit or induce any customer of the Company to terminate, reduce or alter in a manner adverse to the Company, any existing business arrangement or agreement with the Company, (ii) be employed by any customer of the Company or (iii) solicit, hire, attempt to solicit or attempt to hire any person who is or was an employee of the Company or any of its Affiliates at any time during the twelve (12) months prior to such solicitation or hire. The restrictions set forth in this Section 9(b) shall not prohibit any form of general advertising or solicitation that is not directed at a specific person or entity or does not relate to a Competing Business.

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(c) Non-Disclosure and Non-Use of Confidential Information . At all times both during the Employment Term and thereafter, Employee agrees that he will not, either directly or indirectly, (i) divulge, use, disclose (in any way or in any manner, including by posting on the Internet), reproduce, distribute, or reverse engineer or otherwise provide Confidential Information to any person, firm, corporation, reporter, author, producer or similar person or entity; (ii) take any action that would make available Confidential Information to the general public in any form; (iii) take any action that uses Confidential Information to solicit any customer of the Company or prospective customer (with whom the Company has had a substantive discussion on it becoming a customer of the Company within the immediately preceding twelve (12) months) in violation of Section 9(b); or (iv) take any action that uses Confidential Information for solicitation of, or marketing for, any service or product on Employee’s behalf or on behalf of any entity other than the Company or its Affiliates with which Employee was in fact associated, except (A) as required in connection with the performance of such Employee’s duties to the Company or any of its Affiliates, (B) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Employee, (C) as required in response to any summons or subpoena or in connection with any litigation, (D) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Employee, (E) as required in connection with an audit by any taxing authority, or (F) as permitted by the express written consent of the Company.

(i) In the event Employee is required to disclose Confidential Information pursuant to any of the foregoing exceptions, Employee shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s sole expense, which will be advanced to Employee whenever reasonable to do so) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential Information. If the Company does not obtain such relief prior to the time that Employee is required to disclose such Confidential Information, Employee may disclose that portion of the Confidential Information (A) which counsel to Employee advises Employee that he is required to disclose or (B) which could subject Employee to be liable for contempt or suffer censure or penalty. In such cases, Employee shall promptly provide the Company with a copy of the Confidential Information so disclosed. This provision applies without limitation to unauthorized use of Confidential Information in any medium, including film, videotape, audiotape and writings of any kind (including books, articles, emails, texts, blogs and websites).

(ii) Employee is hereby notified, pursuant to the federal Defend Trade Secrets Act of 2016 (“ DTSA ”), that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (C) where the disclosure of a trade secret is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, Employee is hereby notified under the DTSA that, if an individual files a lawsuit for retaliation by an employer for reporting a suspected violation of law, the individual may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding if the individual (Y) files any document containing the trade secret under seal; and (Z) does not disclose the trade secret, except pursuant to court order.

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(d) Inventions and Patents; Third Party Information . The results and proceeds of Employee’s services to the Company (whether prior to or during the Employment Term), including, without limitation, any works of authorship related to the Company resulting from Employee’s services during Employee’s employment with the Company and any works in progress will be works-made-for-hire. The Company will be deemed the sole owner throughout the universe of such works-made-for-hire and any and all rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion without any further payment to Employee whatsoever. If, for any reason, any of such results and proceeds will not legally be a work-made-for-hire or there are any rights which do not accrue to the Company under the preceding sentence, then Employee hereby irrevocably assigns and agrees to assign to the Company any and all of Employee’s right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed. The Company will have the right to use the same in perpetuity throughout the universe in any manner the Company determines without any further payment to Employee whatsoever. Employee will, from time to time, as may be reasonably requested by the Company, and at the Company’s sole expense, sign such documents and assist the Company to establish or document the Company’s exclusive ownership of any and all rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright or patent applications or assignments. To the extent Employee has any rights in any such results and proceeds that cannot be assigned in the manner described above, Employee unconditionally and irrevocably waives the right to enforce such unassignable rights. This Section 9(d) is subject to, and will not be deemed to limit, restrict or constitute any waiver by the Company of, any rights of ownership to which the Company may be entitled by operation of law by virtue of the Company being Employee’s employer. This Agreement does not apply to an invention or other works of authorship for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on Employee’s own time, and (i) which does not relate (A) directly to the business of the Company or (B) to the Company’s actual or demonstrably anticipated research or development, or (ii) which does not result from any work performed by Employee for the Company hereunder.

(e) Enforcement; Remedies . Employee acknowledges that the covenants set forth in Sections 9(a), 9(b), 9(c) and 9(d) impose a reasonable restraint on Employee in light of the business and activities of the Company and its Affiliates. Employee acknowledges that a breach of Sections 9(a), 9(b), 9(c) or 9(d) by Employee will cause serious and potentially irreparable harm to the Company and its Affiliates. Employee therefore acknowledges that a breach of Sections 9(a), 9(b), 9(c) or 9(d) by Employee cannot be adequately compensated in an action for damages at law, and equitable relief would be necessary to protect the Company and its Affiliates from a violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Employee acknowledges that the Company is entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach or threatened breach of this Agreement. Employee acknowledges, however, that no specification in this Agreement of a specific legal or equitable remedy may be construed as a waiver of or prohibition against pursuing other legal or equitable remedies in the event of a breach of this Agreement by Employee. If Employee breaches this Section 9, Employee shall pay the reasonable attorneys’ fees and costs incurred by the Company in connection with enforcing its rights under this Agreement.

(f) Modification . In the event that any provision or term of this Sections 9(a), 9(b), 9(c) or 9(d), or any word, phrase, clause, sentence or other portion thereof (including, without limitation, the geographic and temporal restrictions and provisions contained in Sections 9(a) or 9(b)) is held to be unenforceable or invalid for any reason, such provision or portion thereof will be modified or deleted in such a manner as to be effective for the maximum period of time, the maximum geographical area, and otherwise to the maximum extent as to which it may be enforceable under applicable law. Such modified restriction(s) shall be enforced by a court having jurisdiction. In the event that such modification is not possible, because each of Employee’s obligations in Sections 9(a), 9(b), 9(c) and 9(d) is a separate and independent covenant, any unenforceable obligation shall be severed and all remaining obligations shall be enforceable.

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10. Definitions . For purposes of this Agreement, the following defined terms have the following meanings:

(a) “ Affiliate ” means, with respect to the Company, any corporation, limited liability company, partnership, business trust or organization, or other entity directly or indirectly controlling, controlled by or under common control with the Company, where control means holding more than 50% of both the voting interests of the entity and the authority to direct the management and policies of the entity.

(b) “ Cause ” means any of the following: (i) Employee’s conviction of, or plea of guilty or nolo contendere to, a misdemeanor involving dishonesty, wrongful taking of property, immoral conduct, bribery or extortion or any felony; (ii) willful material misconduct by Employee in connection with the business of the Company and its affiliates; (iii) Employee’s continued and willful failure to perform substantially his responsibilities to the Company under this Agreement; (iv) Employee’s material breach of this Agreement; (v) Employee’s fraud, theft or material dishonesty against the Company, its affiliates or its customers; (vi) Employee’s willful and material breach of the Company’s written code of conduct and business ethics or other material written policy, procedure or guideline in effect from time to time and applicable to the Company’s employees generally relating to personal conduct; (vii) Employee’s willful attempt to obstruct or willful failure to cooperate when with any investigation authorized by the Company or any governmental or self-regulatory entity; or (viii) Employee’s exercise of any remedy, including without limitation foreclosure, under the Seller Note or any agreements securing the Seller Note. With respect to Sections 10(a)(ii), 10(a)(iii), 10(a)(iv), 10(a)(vi) and 10(a)(vii) and notwithstanding any other provision of this Agreement to the contrary, Company shall not terminate the Employment Term for Cause unless (x) the Company notifies Employee in writing of such determination within ninety (90) days following the Company’s first knowledge of the existence thereof (which notice specifically identifies the reasons and details therefore), (y) Employee fails to remedy the same within thirty (30) days after the date on which he received such notice (the “ Remedial Period ”), and (z) the Company terminates the Employment Term for Cause within thirty (30) days after the end of the Remedial Period.

(d) “ Competing Business ” means (i) a business that is engaged in the acquisition or operation of compressed natural gas fueling stations, (ii) a business that is engaged in providing United States Postal Service Contract trucking services, or (iii) any other business in which the Company or any of its Affiliates is then-currently engaged or was engaged at any time in the twelve (12) month period prior to Employee’s last day of employment with the Company.

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(e) “ Confidential Information ” means confidential or proprietary information and/or techniques of the Company or its Affiliates entrusted to, developed by, or made available by the Company or any of its Affiliates to Employee during the Employment Term, whether in writing, in computer form, reduced to a tangible form in any medium, or conveyed orally, that is not generally known by others in the form in which it is or was used by the Company or its Affiliates. Examples of Confidential Information include, without limitation: (i) sales, sales volume, sales methods, sales proposals, business plans or statements of work; (ii) customers of the Company, prospective customer (with whom the Company has had a substantive discussion on it becoming a customer of the Company within the immediately preceding twelve (12) months), and customer records, including contact and preference information; (iii) costs of goods or services charged by vendors and suppliers to the Company; (iii) prices charged to specific customers and non-public general price lists and similar pricing information; (iv) terms of contracts with customer; (vii) non-public information and materials describing or relating to the financial condition and affairs of the Company or its Affiliates, including but not limited to, financial statements, budgets, projections financial and/or investment performance information, research reports, personnel matters, products, services, operating procedures, organizational responsibilities and marketing matters, policies or procedures; (viii) non-public information and materials describing existing or new processes, products and services of the Company or its Affiliates, including marketing materials, analytical data and techniques, and product, service or marketing concepts under development, and the status of such development; (ix) the business or strategic plans of the Company or its Affiliates; (x) the information technology systems, network designs, computer program code, and application practices of the Company or its Affiliates; (xi) acquisition candidates of the Company or its Affiliates or any studies or assessments relating thereto; and (xii) trademarks, service marks, trade secrets, trade names and logos. In addition and notwithstanding the foregoing, Confidential Information does not include either (y) information that, other than as a result of a breach by Employee of this Agreement, is or becomes generally known to and available for use by the public and (z) information that is, at any time, either on the Company’s website or is in brochures, advertising and other materials furnished or provided to customers of the Company and prospective customer (with whom the Company has had a substantive discussion on it becoming a customer of the Company within the immediately preceding twelve (12) months).

(f) “ Disability ” means Employee’s inability to perform one or more essential functions of his position, after taking into account reasonable accommodations, by reason of any medically diagnosed physical or mental impairment and such inability continues for a period of at least 120 consecutive calendar days. A determination of such Disability will be made by a physician reasonably acceptable to the Company and Employee (or, if applicable, his spouse or legal representative).

(g) “ Good Reason ” means the occurrence of any of the following events, without the written consent of Employee:

(i) any reduction in Employee’s Base Salary (as it may have been increased after the Effective Date), except by no more than ten percent (10%) as part of an across the board salary reduction uniformly applied to all director-level employees of the Company;

(ii) any material reduction in Employee’s authority, duties or responsibilities or the assignment to Employee of any duties that are inconsistent with his position or;

(iii) any other action or inaction that constitutes a material breach by the Company of this Agreement or any other agreement under which Employee provides services to the Company or any of its Affiliates.

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Notwithstanding any other provision of this Agreement to the contrary, Employee shall not terminate the Employment Term for Good Reason unless (A) Employee notifies the Company in writing of the condition that Employee believes constitutes Good Reason within ninety (90) days following the Employee’s first knowledge of the existence thereof (which notice specifically identifies such condition and the details regarding its existence), (ii) the Company fails to remedy such condition within thirty (30) days after the date on which it receives such notice (the “ Remedial Period ”), and (iii) Employee terminates the Employment Term within thirty (30) days after the end of the Remedial Period for Good Reason.

(h) “ Section 409A ” means Section 409A of the Code and the Treasury Regulations issued thereunder.

(i) “ Territory ” means any State in the United States in which the Company or any of its Affiliates then-currently conduct their business or have conducted their business at any time in the prior twelve (12) months.

11. Tax Matters

(a) Withholding . All payments made pursuant to this Agreement will be subject to withholding of taxes as required by applicable law.

(b) Responsibility . Notwithstanding anything to the contrary herein, the Company makes no representations or warranties to Employee with respect to any tax, economic or legal consequences of this Agreement or any payments or other benefits provided hereunder, including without limitation under Section 409A, and no provision of the Agreement shall be interpreted or construed to transfer any liability for failure to comply with Section 409A or any other legal requirement from Employee or any other individual to the Company or any of its Affiliates, except as provided below. Employee, by executing this Agreement, shall be deemed to have waived any claim against the Company and its Affiliates with respect to any such tax, economic or legal consequences; provided, however, if any amount payable pursuant to this Agreement is included in Employee’s gross income under Section 409A(a)(1)(A) of the Code, then (i) Employee shall be responsible for the payment of the income taxes imposed on such payment and the amount of interest under Section 409A(a)(1)(B)(i)(I) of the Code and (ii) the Company shall be responsible for the payment of the amount due under Section 409A(a)(1)(B)(i)(II) of the Code within 30 days after such time as a final determination is made that such amount is due and payable by Employee (whether by an agreed assessment, a decision upon administrative appeal, or a decision by a court having jurisdiction). The parties intend that the payment under the preceding clause (ii) will comply with Treasury Regulation Sections 1.409A-3(i)(1)(i), 1.409A-3(i)(1)(v) and 1.409A-3(i)(1)(v).

(c) Section 409A . The parties intend that this Agreement and the payments and other benefits provided hereunder be exempt from the requirements of Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulations Section 1.409A-1(b)(4), the involuntary separation pay plan exception described in Treasury Regulations Section 1.409A-1(b)(9)(iii), or otherwise. To the extent Section 409A is applicable to this Agreement and any such payments and benefits, the parties intend that this Agreement and such payments and benefits comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement to the contrary:

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(i) if at the time Employee’s employment hereunder terminates, Employee is a “specified employee,” as defined in Treasury Regulations Section 1.409A-1(i) and determined using the identification methodology selected by the Company from time to time, or if none, the default methodology, then to the extent necessary to avoid subjecting Employee to the imposition of any additional tax under Section 409A, any and all amounts payable under this Agreement on account of such termination of employment that would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid in a lump sum on the first day of the seventh month following the date on which Employee’s employment terminates or, if earlier, upon Employee’s death;

(ii) a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service,” as defined in Treasury Regulations Section 1.409A-1(h) after giving effect to the presumptions contained therein, and, for purposes of any such provision of this Agreement, references to “terminate,” “termination,” “termination of employment” and like terms shall mean separation from service;

(iii) each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments; and

(iv) with regard to any provision in this Agreement that provides for reimbursement of expenses or in-kind benefits, except for any expense, reimbursement or in-kind benefit provided pursuant to this Agreement that does not constitute a “deferral of compensation,” within the meaning of Treasury Regulations Section 1.409A-1(b), (A) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (B) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, and (C) such payments shall be made no later than two and a half months after the end of the calendar year in which the expenses were incurred.

(d) Limitation on Payments Under Certain Circumstances .

(i) Notwithstanding any other provision of this Agreement to the contrary, in the event that Employee becomes entitled to receive or receives any payments, options, awards or benefits (including, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock awards) under any agreement, arrangement, plan or program with the Company or any person affiliated with the Company (collectively, the “ Payments ”), that may separately or in the aggregate constitute “parachute payments” within the meaning of Code Section 280G and the Treasury regulations promulgated thereunder (“ Section 280G ”) and it is determined that, but for this Section 12(d)(i), any of the Payments will be subject to any excise tax pursuant to Code Section 4999 or any similar or successor provision (the “ Excise Tax ”), the Company shall pay to Employee either (i) the full amount of the Payments or (ii) an amount equal to the Payments reduced by the minimum amount necessary to prevent any portion of the Payments from being an “excess parachute payment” (within the meaning of Section 280G) (the “ Capped Payments ”), whichever of the foregoing amounts results in the receipt by Employee, on an after-tax basis (with consideration of all taxes incurred in connection with the Payments, including the Excise Tax), of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For purposes of determining whether Employee would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Payments and for purposes of Section 11(d)(iii) (if applicable), Employee shall be deemed to pay federal, state and local taxes at the highest marginal rate of taxation for the applicable calendar year.

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(ii) All computations and determinations called for by Sections 11(d)(i) and 11(d)(iii) shall be made and reported in writing to the Company and Employee by a third-party service provider selected by the Company and Employee (the “ Tax Advisor ”), and all such computations and determinations shall be conclusive and binding on the Company and Employee. For purposes of such calculations and determinations, the Tax Advisor may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Employee shall furnish to the Tax Advisor such information and documents as the Tax Advisor may reasonably request in order to make their required calculations and determinations. The Company shall bear all fees and expenses charged by the Tax Advisor in connection with its services.

(iii) In the event that Section 11(d)(i) applies and a reduction is required to be applied to the Payments thereunder, the Payments shall be reduced by the Company in a manner and order of priority that provides Employee with the largest net after-tax value; provided that payments of equal after-tax present value shall be reduced in the reverse order of payment. Notwithstanding anything to the contrary herein, any such reduction shall be structured in a manner intended to comply with Section 409A.

12. Assignment . This Agreement and Employee’s rights under this Agreement are personal to Employee and shall not be assignable by Employee. The Company may, by written notice to Employee, assign this Agreement to any affiliated or successor to all or substantially all of the business and assets the Company and then only so long as such affiliate or successor assumes and agrees, in such form and substance as is reasonably satisfactory to Employee, to perform all of the Company’s duties, responsibilities, obligations and liabilities hereunder, including without limitation upon the termination of the Employment Term; provided, however, the termination of Employee’s employment hereunder by such affiliate or successor and the immediate hiring and continuation of Employee’s employment by such affiliate or successor upon the identical terms and provisions of this Agreement shall not be deemed to constitute a termination of the Employment Term. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

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13. Notices . All notices, requests, demands and other communications called for hereunder will be in writing and will be deemed given (a) on the date of delivery if delivered personally, (b) one (1) day after being sent by a reputable commercial overnight service, or (c) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the following addresses, or at such other addresses as the parties may later designate in writing:

If to the Company:

EVO Transportation & Energy Services, Inc.

8285 West Lake Pleasant Parkway

Peoria, AZ 85382

Attention: John P. Yeros

If to Employee:

Billy (Trey) Peck, Jr.

7563 E. Cinnabar Lane

Strafford, MO 65757

14. Severability . In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision.

15. Integration . This Agreement represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No waiver, alteration or modification of any of the provisions of this Agreement will be binding unless in writing that specifically refers to this Agreement and is signed by Employee and a duly authorized representative of the Company.

16. Waiver of Breach . The waiver of a breach of any term or provision of this Agreement must be in writing and will not operate as or be construed to be a waiver of any other previous or subsequent breach of this Agreement.

17. Headings . All captions and section headings used in this Agreement are for convenient reference only and do not form a part of this Agreement.

18. Governing Law . This Agreement will be construed and interpreted in accordance with, and any dispute or controversy arising from any breach or asserted breach of this Agreement will be governed by, the laws of the State of Delaware, without regard to any choice of law rules. Any action brought to enforce or interpret this Agreement must be brought in the state or federal courts for the State of Delaware, and the parties hereby consent to the jurisdiction and venue of such courts in the event of any dispute. Each of the parties knowingly and voluntarily waives all right to trial by jury in any action or proceeding arising out of or relating to this Agreement, Employee’s employment by the Company, or for recognition or enforcement of any judgment.

19. Acknowledgment . Employee acknowledges that he has had the opportunity to discuss this Agreement with and obtain advice from his private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

20. Counterparts . This Agreement may be executed in counterparts, and may delivered personally or by facsimile or electronic transmission, and each counterpart will have the same force and effect as an original and will constitute an effective, binding agreement on the part of each of the undersigned parties.

{Signature Page Follows}

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IN WITNESS WHEREOF, each of the parties has executed this Employment Agreement, in the case of the Company by its duly authorized officer, as of the Effective Date in the preamble hereof.

COMPANY:

EVO Transportation & Energy Services, Inc.

By:	/s/ John P. Yeros	Date: June 1, 2018

Name: John P. Yeros

Title: Chief Executive Officer

EMPLOYEE:

/s/ Billy (Trey) Peck, Jr.		Date: May 29, 2018
Billy (Trey) Peck, Jr.

Exhibit 10.5

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES PURCHASED HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE UNDER A LIMITED LIABILITY COMPANY AGREEMENT AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION FROM REQUIREMENTS THEREUNDER.

EVO Transportation & Energy Services, Inc.

SUBSCRIPTION AGREEMENT

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 ”).

On the date hereof, the Subscriber and the Company entered into that certain Equity Purchase Agreement (the “ Purchase Agreement ”), pursuant to which Subscriber agreed to sell to the Company all of the equity interests of Thunder Ridge Transport, Inc.

Pursuant to the terms of the Purchase Agreement, Subscriber is willing to purchase, and the Company is willing to issue and sell to the Subscriber, the number of shares of common stock of the Company (the “ Common Stock ”) and warrants to purchase Common Stock (the “ Warrants ,” and together with the Common Stock and the shares of Common Stock underlying the warrants, the “ Securities ”) set forth on Exhibit A hereto, all on the terms and subject to the conditions set forth herein and in the Purchase Agreement.

1 . Subscription and Purchase Price

(a) Subscription . On the terms and subject to the conditions set forth herein and in the Purchase Agreement, the undersigned hereby subscribes for and agrees to purchase the Securities set forth on Exhibit A hereto.

The Subscriber understands and agrees that, subject to applicable laws, by executing this Agreement, he, she or it is entering into a binding agreement.

3. Investor’s Representations, Warranties and Agreements

The undersigned hereby acknowledges, agrees with and represents and warrants to the Company and its affiliates, as follows:

(a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.

(b) The undersigned acknowledges his, her or its understanding that the offering and sale of the Securities is intended to be exempt from registration under the Securities Act of 1933, as amended (the “ Securities Act ”), by virtue of Section 4(a)(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“ Regulation D ”). In furtherance thereof, the undersigned represents and warrants to the Company and its affiliates as follows:

(i) The undersigned is acquiring the Securities solely for the undersigned’s own beneficial account, for investment purposes, and not with view to, or resale in connection with, any distribution of the Securities;

(ii) The undersigned has the financial ability to bear the economic risk of his, her or its investment, has adequate means for providing for their current needs and contingencies, and has no need for liquidity with respect to the investment in the Company;

(iii) The undersigned and the undersigned’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “ Advisors ”), have received all documents requested by the undersigned or Advisors, if any, and have carefully reviewed them and understand the information contained therein, prior to the execution of this Agreement; and

(iv) The undersigned (together with his, her or its Advisors, if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Securities. If other than an individual, the undersigned also represents it has not been organized solely for the purpose of acquiring the Securities.

(c) The information in the Investor Questionnaire (attached as Appendix A ) completed and executed by the undersigned (the “ Investor Questionnaire ”) is true and accurate in all respects, and the undersigned is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D.

(d) The undersigned has relied on the advice of, or has consulted with, only his, her or its Advisors. Each Advisor, if any, is capable of evaluating the merits and risks of an investment in the Securities, and each Advisor, if any, has disclosed to the undersigned in writing (a copy of which is annexed to this Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between the Advisor and the Company or any affiliate thereof.

(e) The undersigned represents, warrants and agrees that he, she or it will not sell or otherwise transfer the Securities without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the undersigned must bear the economic risk of his, her or its purchase because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the undersigned is aware that the Securities are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The undersigned also understands that, except as described in Section 5 of this Agreement, the Company is under no obligation to register the Securities on his, her or its behalf or to assist them in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned understands that any sales or transfers of the Securities are further restricted by state securities laws.

(g) No representations or warranties have been made to the undersigned by the Company, other than any representations of the Company contained herein, and in subscribing for the Securities the undersigned is not relying upon any representations other than those contained herein.

(h) The undersigned understands and acknowledges that his, her or its purchase of the Securities is a speculative investment that involves a high degree of risk and the potential loss of their entire investment and has carefully read and considered the matters set forth in the Company’s reports filed with the U.S. Securities and Exchange Commission (“ SEC ”), including in particular the matters under the caption “Risk Factors” contained in the Company’s Annual Report on Form 10-K filed with the SEC on April 17, 2018.

(i) The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth, and an investment in the Securities will not cause such overall commitment to become excessive.

(j) The undersigned understands and agrees that the Securities may bear substantially the following legend until (i) such Securities shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has been declared effective or (ii) in the opinion of counsel for the Company such Securities may be sold without registration under the Securities Act, as well as any applicable “blue sky” or state securities laws:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

(k) Neither the SEC nor any state securities commission has approved the Securities or passed upon or endorsed the merits of the offering or confirmed the accuracy or determined the adequacy of any information provided to Subscriber. This offering has not been reviewed by any Federal, state or other regulatory authority.

(l) The undersigned and his, her or its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the offering of the Securities and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the undersigned and his, her or its Advisors, if any.

(m) The undersigned is unaware of, is in no way relying on, and did not become aware of the offering of the Securities through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the offering and sale of the Securities and is not subscribing for Shares and did not become aware of the offering of the Securities through or as a result of any seminar or meeting to which the undersigned was invited by, or any solicitation of a subscription by, a person not previously known to the undersigned in connection with investments in securities generally.

(n) The undersigned has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby.

(o) The undersigned is not relying on the Company with respect to the legal, tax, economic and related considerations of an investment in the Securities, and the undersigned has relied on the advice of, or has consulted with, only his, her or its own Advisors.

(p) The undersigned acknowledges that any estimates or forward-looking statements or projections included in the Company’s filings with the SEC were prepared by the management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by the Company or its management and should not be relied upon.

(q) No oral or written representations have been made, or oral or written information furnished, to the undersigned or his, her or its Advisors, if any, in connection with the offering of the Securities.

(r) The undersigned agrees, acknowledges and understands that during the period commencing on the date hereof through the Company’s public announcement of the transactions contemplated by the Purchase Agreement, the undersigned will not directly or indirectly, through related parties, affiliates or otherwise, purchase, sell “short” or “short against the box” (as those terms are generally understood) any equity security of the Company.

(s) The foregoing representations, warranties and agreements will survive the completion of the offering.

4. Notices to Subscriber

(a) THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF ANY INFORMATION PROVIDED TO SUBSCRIBER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

(b) THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. SUBSCRIBER SHOULD BE AWARE THAT HE MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

5. Miscellaneous Provisions

(a) Piggy-Back Registration . If at any time on or after June 1, 2018, the Company proposes to file any registration statement (other than any registration on Form S-4, S-8 or any other similarly inappropriate form, or any successor forms thereto) under the Securities Act covering a public offering of the Company’s common stock, it will notify the Subscriber at least ten (10) days prior to each such filing and will use its best efforts to include in such Registration Statement (to the extent permitted by applicable regulation), the Common Stock held by the Subscriber to the extent requested by the Subscriber within five (5) days after receipt of notice of such filing (which request shall specify the shares of Common Stock intended to be sold or disposed of by the Subscriber and describe the nature of any proposed sale or other disposition thereof); provided , however , that if a greater number of shares of the Company’s Common Stock is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter (if any) of the proposed offering can be accommodated without adversely affecting the proposed offering, then the amount of Shares proposed to be offered by the Subscriber for registration, as well as the number of securities of any other selling stockholders participating in the registration, will be proportionately reduced to a number deemed satisfactory by the managing underwriter. The Company will bear all expenses and fees incurred in connection with the preparation, filing, and amendment of the Registration Statement with the SEC, except that the Subscriber shall pay all fees, disbursements and expenses of any counsel or expert retained by the Subscriber and all underwriting discounts and commissions, filing fees and any transfer or other taxes relating to the shares of Common Stock included in the Registration Statement. The Subscriber agrees to cooperate with the Company in the preparation and filing of any Registration Statement, and in the furnishing of information concerning the Subscriber for inclusion therein, or in any efforts by the Company to establish that the proposed sale is exempt under the Securities Act as to any proposed distribution.

(b) Modification . Neither this Agreement, nor any provisions hereof, may be waived, modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, discharge or termination is sought.

(c) Survival . The undersigned’s representations and warranties made in this Subscription Agreement survive the execution and delivery of this Agreement and the delivery of the Securities.

(d) Notices . Any party may send any notice, request, demand, claim or other communication hereunder to the undersigned at the address set forth on the signature page of this Agreement or to the Company at the address set forth above using any means (including personal delivery, expedited courier, messenger service, fax, ordinary mail or email), but no such notice, request, demand, claim or other communication will be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties written notice in the manner herein set forth.

(e) Binding Effect . Except as otherwise provided herein, this Agreement is binding upon, and inures to the benefit of, the parties to this Agreement and their heirs, executors, administrators, successors, legal representatives and assigns. If the undersigned is more than one person or entity, the obligation of the undersigned is joint and several and the agreements, representations, warranties and acknowledgments contained herein are deemed to be made by, and are binding upon, each such person or entity and his, her or its heirs, executors, administrators, successors, legal representatives and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

(f) Assignability . This Agreement is not transferable or assignable by the undersigned.

(g) Governing Law and Venue . This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts of law principles. Each party to this Agreement hereby irrevocably submits to the exclusive jurisdiction and venue of the state courts of the State of Delaware or the United States District Court located in the State of Delaware for the purpose of any action between the parties arising in whole or in part under or in connection with this Agreement.

(h) Counterparts . This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

[Remainder of page left intentionally blank]

ALL SUBSCRIBERS MUST COMPLETE THIS PAGE

IN WITNESS WHEREOF, the undersigned has executed this Agreement on the 1 ^st day of June, 2018.

Manner in which Title is to be held (Please Check One ):

1.	☒	Individual	7.	☐	Trust/Estate/Pension or Profit Sharing Plan Date Opened:______________

2.	☐	Joint Tenants with Right of Survivorship	8.	☐	As a Custodian for ________________________________ Under the Uniform Gift to Minors Act of the State of ________________________________
3.	☐	Community Property	9.	☐	Married with Separate Property

4.	☐	Tenants in Common	10.	☐	Keogh

5.	☐	Corporation/Partnership/ Limited Liability Company	11.	☐	Tenants by the Entirety

6.	☐	IRA

ALTERNATIVE DISTRIBUTION INFORMATION

To direct distribution to a party other than the registered owner, complete the information below. YOU MUST COMPLETE THIS SECTION IF THIS IS AN IRA INVESTMENT.

Name of Firm (Bank, Brokerage, Custodian): ___________________________________________________________

Account Name: _________________________________________________________________________________

Account Number: _______________________________________________________________________________

Representative Name: ____________________________________________________________________________

Representative Phone Number: _____________________________________________________________________

Address: _______________________________________________________________________________________

City, State, Zip: __________________________________________________________________________________

IF MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.
INDIVIDUAL SUBSCRIBERS MUST COMPLETE THE NEXT PAGE.
SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE THE PAGE THEREAFTER.

EXECUTION BY NATURAL PERSONS

Billy Lee Peck Jr. Exact Name in Which Title is to be Held

Billy L. Peck Jr.
Name (Please Print)		Name of Additional Purchaser

7563 E Cinnabar Lane
Residence: Number and Street		Address of Additional Purchaser

Strafford, MO 65757
City, State and Zip Code		City, State and Zip Code


Social Security Number		Social Security Number

417-350-9553
Telephone Number		Telephone Number


Fax Number (if available)		Fax Number (if available)

Trey@trtmail.com
E-Mail		E-Mail (if available)

/s/ Billy L. Peck Jr.
(Signature)		(Signature of Additional Purchaser)
ACCEPTED this 1 ^st day of June, 2018, on behalf of the Company.

	By:	/s/ Damon Cuzick
		Chief Operating Officer

EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY

(e.g., corporation, partnership, LLC, trust, etc.)

_____________________________________________________________________________ Name of Entity (Please Print)
Date of Incorporation or Organization: ___________________________
State of Principal Office: _______________________________________
Federal Taxpayer Identification Number: _________________________ ____________________________________________ Office Address ____________________________________________ City, State and Zip Code ____________________________________________ Telephone Number ____________________________________________ Fax Number (if available) ____________________________________________ E-Mail (if available)
	By: _________________________________ Name: Title:

	_________________________________ _________________________________ Address

ACCEPTED this _______ day of _______________ 2018, on behalf of the Company.

	By: _________________________________
	Chief Operating Officer

Appendix A

INVESTOR QUESTIONNAIRE

Instructions: Check all boxes below which correctly describe you.

☐

I am a ( i ) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”), ( ii ) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, ( iii ) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), ( iv ) an insurance company as defined in Section 2(13) of the Securities Act, ( v ) an investment company registered under the Investment Company Act of 1940, as amended (the “ Investment Company Act ”), ( vi ) a business development company as defined in Section 2(a)(48) of the Investment Company Act, ( vii ) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, ( viii ) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or ( ix ) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”) and ( 1 ) the decision that you shall subscribe for and purchase the Shares, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“ Regulation D ”) or ( 3 ) you are a self-directed plan and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors.

☐

I am a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.

☐

I am an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “ Code ”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Shares and with total assets in excess of $5,000,000.

☒

I am a director or executive officer of the Company.

☐

I am a natural person whose individual net worth, or joint net worth with my spouse, exceeds $1,000,000 at the time of my subscription for and purchase of the Shares. For purposes of this Subscription Agreement, “net worth” means the excess of total assets at fair market value, including real and personal property, but excluding the value of your primary residence, over total liabilities. Total liabilities excludes any mortgage on the primary residence in an amount of up to the home’s estimated fair market value, but includes (i) any mortgage amount in excess of the home’s fair market value and (ii) any mortgage amount that was borrowed during the 60-day period before the closing date for the sale of Shares for the purpose of investing in the Shares.

A- 1

☒

I am a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with my spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year.

☐

I am a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose subscription for and purchase of the Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D.

☐

I am an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Note: For Subscribers attempting to qualify under this item, each equity owner must complete, sign and return to the Company a separate copy of this Questionnaire).

☐

I do NOT meet any of the foregoing categories.

The undersigned hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased Shares of the Company.

Billy Peck Jr.
Name of Purchaser [please print]		Name of Co-Purchaser [please print]

/s/ Billy Peck Jr.
Signature of Purchaser (Entities please		Signature of Co-Purchaser
provide signature of Purchaser’s duly
authorized signatory.)


Name of Signatory (Entities only)		Date


Title of Signatory (Entities only)

A- 2

EXHIBIT A

SUBSCRIPTION SECURITIES

500,000 shares of Common Stock

333,333 warrants to purchase shares of Common Stock at a strike price of $3.00 per share (exercisable after the one-year anniversary of the Closing Date, as defined in the Purchase Agreement)

333,333 warrants to purchase shares of Common Stock at a strike price of $5.00 per share (exercisable after the two-year anniversary of the Closing Date, as defined in the Purchase Agreement)

333,333 warrants to purchase shares of Common Stock at a strike price of 7.00 per share (exercisable after the three-year anniversary of the Closing Date, as defined in the Purchase Agreement)

Exhibit 10.6

Warrant

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.

W-____

EVO Transportation & Energy Services, Inc.,

a Delaware corporation

COMMON STOCK PURCHASE WARRANT

Original Issue Date:	June 1, 2018
Warrant Holder:	Billy (Trey) Peck Jr.
No. of Shares:	333,333 shares of Common Stock

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 ”).

Section 1. Vesting; Period for Exercise and Exercise Price.

1.1 Vesting; Period for Exercise. If the Warrant Holder has been subject to continuous employment by the Company from the Original Issue Date listed above through the first anniversary of the Original Issue Date (the “ Vesting Date ”), then the right to purchase shares of Warrant Stock represented by this Warrant may be exercised during the period commencing on the Vesting Date and expiring on the fifth anniversary of such date (the “ Expiration Date ”). From and after the Expiration Date this Warrant shall be null and void and of no further force or effect.

1.2 Warrant Exercise Price. The Warrant Exercise Price shall be $3.00 per share, subject to adjustment as hereinafter provided.

1.3 Forfeiture. If Warrant Holder’s employment with the Company is terminated for any reason whatsoever, whether by the Company or by Warrant Holder, whether with or without cause, or voluntarily or involuntarily (including as a result of death or disability) prior to the Vesting Date, then this Warrant will immediately be forfeited by the Warrant Holder upon the occurrence of such event (subject to Section 1.4 in the case of certain employment terminations).

1.4 Acceleration of Vesting. If Warrant Holder’s employment with the Company is terminated prior to the Vesting Date (i) by the Company other than for Cause (as defined in the Employment Agreement) or (ii) by the Warrant Holder for Good Reason (as defined in the Employment Agreement), and Warrant Holder executes and does not rescind a release in favor of the Company and its affiliates in the form required by the Company, then this Warrant will be deemed to have not been forfeited and the Vesting Date will be the day immediately after the expiration of the rescission period provided in the release.

Section 2. Exercise of Warrant.

2.1 Manner of Exercise. The Warrant Holder may exercise this Warrant on or after the Vesting Date, but not later than the Expiration Date, during normal business hours on any business day by surrendering this Warrant to the Company at the principal office of the Company or the principal office of its transfer agent (the “ Transfer Agent ”), together with an executed Notice of Exercise attached hereto as Annex A. The Notice of Exercise shall be accompanied by payment of the Warrant Exercise Price for the number of shares of Warrant Stock for which this Warrant is then exercised, by cash or by certified or official bank check.

2.2 When Exercise Effective. Each exercise of this Warrant shall be deemed to have been effected on the day on which all requirements of Section 2.1 shall have been met with respect to such exercise. At such time the Person in whose name any certificate for shares of Warrant Stock shall be issuable upon such exercise shall be deemed for all corporate purposes to have become the holder of record of such shares, regardless of the actual delivery of certificates evidencing such shares.

2.3 Issuance of Stock. As soon as practicable after each exercise of this Warrant, the Company at its expense will cause to be issued via book-entry in the name of the Warrant Holder or as the Warrant Holder may direct, the number of shares of Warrant Stock to which the Warrant Holder shall be entitled upon such exercise.

2.4 Partial Exercise. This Warrant may be exercised in part, and the Warrant Holder shall be entitled to receive a new warrant, which shall be dated as of the date of this Warrant, covering the number of shares in respect of which this Warrant shall not have been exercised.

Section 3. Warrant Adjustments. Warrant and the Warrant Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events as follows:

3.1 Reclassification or Merger. In case of any capital reclassification or reorganization (other than a result of a subdivision, combination or dividend as described below), or in case of any merger or consolidation of the Company with or into another corporation (other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall execute and deliver to the Warrant Holder a new Warrant (in form and substance reasonably satisfactory to the Warrant Holder) providing that the Warrant Holder shall have the right to exercise such new Warrant and upon such exercise to receive, in lieu of the shares of the Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change or merger had the Warrant been exercised immediately prior to such event. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 3 to pursue the economic benefit intended to be conferred upon the Warrant Holder by this Warrant. The provisions of this Section 3.1 shall similarly apply to any successive reclassification, changes, mergers and transfers.

3.2 Subdivisions or Combination of Shares. If the Company, at any time while this Warrant remains outstanding and unexpired, shall subdivide or combine its Common Stock or in the event of any dividend payable on the Common Stock in shares of the Common Stock, the number of shares of the Warrant Stock issuable upon exercise hereof shall be proportionately adjusted and the Warrant Exercise Price shall be increased or decreased, as the case may be, so that the aggregate Warrant Exercise Price of this Warrant shall at all times remain unchanged.

3.3 Notice of Adjustment Events. Whenever the Company engages in an event which would give rise to adjustments under this Section 3, the Company shall mail to the Warrant Holder, at least ten (10) days prior to the record date with respect to such event or, if no record date shall be established, at least ten (10) days prior to such event, a notice specifying (i) the nature of the contemplated event, and (ii) the date on which any such record is to be taken for the purpose of such event, and (iii) the date on which such event is expected to become effective, and (iv) the time, if any is to be fixed, when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable in connection with such event.

3.4 Notice of Adjustments. Whenever the Warrant Exercise Price shall be adjusted pursuant to the provisions hereof, the Company shall within thirty (30) days of such adjustment deliver a certificate signed by its Chief Executive Officer, Chief Financial Officer, Secretary or Assistant Secretary to the Warrant Holder as the registered holder hereof setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the Warrant Exercise Price after giving effect to such adjustment.

Section 4. Ownership, Transfer and Substitution of Warrants.

4.1 Transfer and Exchange of Warrants. The Warrant Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Stock issuable or issued upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) of the Warrant Holder, such Warrant Holder shall also provide the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be required.

4.2 Transfers; Registered Holder as Owner. Subject to the provisions of Section 4.1 hereof, this Warrant and all rights hereunder are transferable, in whole or in part, at the principal office of the Company by the Warrant Holder hereof in person or by duly authorized attorney, upon surrender of this Warrant properly endorsed. Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that the bearer of this Warrant, when endorsed, may be treated by the Company and all other persons dealing with this Warrant as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Company, any notice to the contrary notwithstanding; but until such transfer on such books, the Company may treat the registered holder hereof as the owner for all purposes.

Section 5. Definitions.

As used in this Warrant, the following terms have the meanings ascribed to such terms below.

5.1 “Board” means the Board of Directors of the Company.

5.2 “Common Stock” means the Company’s Common Stock, $0.0001 par value per share.

5.3 “Employment Agreement” means the employment agreement between the Warrant Holder and the Company and dated of even date herewith.

5.4 “ Fair Market Value ” means, as of any particular date: (a) the volume weighted average of the closing sales prices of the Common Stock for such day on all domestic securities exchanges on which the Common Stock may at the time be listed; (b) if there have been no sales of the Common Stock on any such exchange on any such day, the average of the highest bid and lowest asked prices for the Common Stock on all such exchanges at the end of such day; (c) if on any such day the Common Stock is not listed on a domestic securities exchange, the closing sales price of the Common Stock as quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association for such day; or (d) if there have been no sales of the Common Stock on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such day, the average of the highest bid and lowest asked prices for the Common Stock quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association at the end of such day; in each case, averaged over twenty (20) consecutive business days ending on the business day immediately prior to the day as of which “Fair Market Value” is being determined; provided , that if the Common Stock is listed on any domestic securities exchange, the term “business day” as used in this sentence means business days on which such exchange is open for trading. If at any time the Common Stock is not listed on any domestic securities exchange or quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association, or if the Board determines in its discretion that the closing prices or bid and asked prices, as applicable, do not accurately reflect the “Fair Market Value” of the Common Stock due to insufficient trading volume, then the “Fair Market Value” of the Common Stock shall be the fair market value per share as determined in good faith by the Board.

5.5 “ OTC Bulletin Board ” means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system.

5.6 “Person” means an individual, partnership, corporation, business trust, limited liability company, joint stock company, trust, unincorporated association, joint venture, or other entity of whatever nature.

5.7 “ Pink OTC Markets ” means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink.

5.8 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Section 6. No Rights or Liabilities as Shareholder.

Nothing contained in this Warrant shall be construed as conferring upon the Warrant Holder any rights as a Shareholder of the Company or as imposing any liabilities on the Warrant Holder to purchase any securities or as a Shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

Section 7. Miscellaneous.

7.1 Amendment and Waiver. This Warrant may be amended with, and any term, covenant, agreement or condition contained in this Warrant may be waived with, the written consent of the Company and the Warrant Holder. Any waiver of any term, covenant, agreement or condition contained in this Warrant shall not be deemed a waiver of any other term, covenant, agreement or condition, and any waiver of any default in any such term, covenant, agreement or condition shall not be deemed a waiver of any later default thereof or of any default of any other term, covenant, agreement or condition.

7.2 Representations and Warranties to Survive Closing. All representations, warranties and covenants contained herein shall survive the execution and delivery of this Warrant and the issuance of any Warrant Stock upon the exercise hereof.

7.3 Severability. The invalidity or unenforceability of any provisions hereof in any jurisdiction shall not affect the validity, legality or enforceability of the remainder hereof in such jurisdiction or the validity, legality or enforceability hereof, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

7.4 Successors and Assigns. All representations, warranties, covenants and agreements of the parties contained in this Warrant or made in writing in connection herewith, shall, except as otherwise provided herein, be binding upon and inure to the benefit of their respective successors and permitted assigns.

7.5 Notices. All communications in connection with this Warrant shall be in writing and shall be deemed properly given if hand delivered or sent by telecopier (provided that such communication is confirmed by same-day deposit in the United States mail first class postage prepaid) or overnight courier with adequate evidence of delivery or sent by registered or certified mail return receipt requested and, if to the Warrant holder, addressed to such Warrant Holder at his or its address as shown on the books of the Company or its Transfer Agent, and if to the Company, at its offices at:

EVO Transportation & Energy Services, Inc.

8285 West Lake Pleasant Parkway

Peoria, AZ 85382

Attention: Chief Executive Officer

or such other addresses or Persons as the recipient shall have designated to the sender by a written notice given in accordance with this Section 7.5. Any notice called for hereunder shall be deemed delivered when sent in accordance with this Section 7.5.

7.6 Fractional Shares. No fractional shares of Warrant Stock will be issued in connection with any exercise hereunder, but in lieu of such fractional shares the Company shall make a cash payment to the Warrant Holder equal to the fractional share issuable times the fair market value of one share of Common Stock, as determined by the Company’s Board of Directors.

7.7 Governing Law. The validity and construction of this Warrant and all matters pertaining hereto are to be determined in accordance with the laws of the State of Delaware without reference to the conflict of law principles of that state.

7.8 Headings. The headings used herein are solely for the convenience of the parties and shall not serve to modify or interpret the text of the Sections at the beginning of which they appear.

7.9 Signatures. This Warrant may be executed by facsimile or electronic signature.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed as of the day first above written.

	EVO Transportation & Energy Services, Inc.,
	a Delaware corporation

	By:	/s/ John P. Yeros
	Name:	John P. Yeros
	Its:	Chief Executive Officer

Annex A to Common Stock Purchase Warrant

NOTICE OF EXERCISE

(Complete and sign only upon exercise of the

Common Stock Purchase Warrant in whole or in part.)

To:	EVO Transportation & Energy Services, Inc.

The undersigned, the holder of the attached Common Stock Purchase Warrant to which this Notice of Exercise applies (the “ Warrant ”), hereby irrevocably elects to exercise pursuant to Section 2.1 of the Warrant and to purchase _________ shares of Common Stock, from EVO Transportation & Energy Services, Inc. and herewith makes payment of $____________________________ therefor in cash or by certified or official bank check.

The undersigned hereby requests that such securities be issued in the name(s) and delivered to the address(es) as follows:

Name: ________________________________________________________________________

Address: ______________________________________________________________________

Social Security Number: __________________________________________________________

Deliver to: _____________________________________________________________________

Address: ______________________________________________________________________

If the foregoing evidences an exercise of the Warrant to purchase fewer than all of the shares of Common Stock to which the undersigned is entitled under such warrant, please issue a new warrant, of like tenor, relating to the remaining portion of the securities issuable upon exercise of such warrant in the name(s), and deliver the same to the address(es), as follows:

Name: ________________________________________________________________________

Address: ______________________________________________________________________

Dated: ________________________________________________________________________


(Name of Warrant Holder)		(Social Security or Taxpayer Identification Number of Warrant Holder, if applicable)

SIGN HERE :

The undersigned and any recipient of Common Stock or a new Warrant hereunder are “accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.


(Signature of Warrant Holder or Authorized Signatory)		Date


(Type or Print Name of Warrant Holder or Authorized Signatory)

NOTE: The above name and signature should correspond exactly with the name on the first page of this Warrant or with the name of the assignee appearing in the form of assignment attached as Annex B to the Warrant.

Annex B to Common Stock Purchase Warrant

FORM OF ASSIGNMENT

(To be executed upon transfer of Common Stock Purchase Warrant)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to ____________________ the right represented by the within Warrant, as such right may apply to _________ shares of Common Stock which are the subject of the within Warrant, together with all rights, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ attorney to transfer such Warrant on the warrant register of the within named Company, with full power of substitution.

DATED: _________________.

	Signature:

(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)

Exhibit 10.7

Warrant

W-____

EVO Transportation & Energy Services, Inc.,

a Delaware corporation

COMMON STOCK PURCHASE WARRANT

Original Issue Date:	June 1, 2018
Warrant Holder:	Billy (Trey) Peck Jr.
No. of Shares:	333,333 shares of Common Stock

Section 1. Vesting; Period for Exercise and Exercise Price.

1.1 Vesting; Period for Exercise. If the Warrant Holder has been subject to continuous employment by the Company from the Original Issue Date listed above through the second anniversary of the Original Issue Date (the “ Vesting Date ”), then the right to purchase shares of Warrant Stock represented by this Warrant may be exercised during the period commencing on the Vesting Date and expiring on the fifth anniversary of such date (the “ Expiration Date ”). From and after the Expiration Date this Warrant shall be null and void and of no further force or effect.

1.2 Warrant Exercise Price. The Warrant Exercise Price shall be $5.00 per share, subject to adjustment as hereinafter provided.

Section 2. Exercise of Warrant.

Section 3. Warrant Adjustments. Warrant and the Warrant Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events as follows:

Section 4. Ownership, Transfer and Substitution of Warrants.

Section 5. Definitions.

As used in this Warrant, the following terms have the meanings ascribed to such terms below.

5.1 “Board” means the Board of Directors of the Company.

5.2 “Common Stock” means the Company’s Common Stock, $0.0001 par value per share.

5.3 “Employment Agreement” means the employment agreement between the Warrant Holder and the Company and dated of even date herewith.

5.5 “ OTC Bulletin Board ” means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer quotation system.

5.7 “ Pink OTC Markets ” means the OTC Markets Group Inc. electronic inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink.

5.8 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Section 6. No Rights or Liabilities as Shareholder.

Section 7. Miscellaneous.

EVO Transportation & Energy Services, Inc.

8285 West Lake Pleasant Parkway

Peoria, AZ 85382

Attention: Chief Executive Officer

7.8 Headings. The headings used herein are solely for the convenience of the parties and shall not serve to modify or interpret the text of the Sections at the beginning of which they appear.

7.9 Signatures. This Warrant may be executed by facsimile or electronic signature.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed as of the day first above written.

	EVO TRANSPORTATION & ENERGY SERVICES, INC.,
	a Delaware corporation

	By:	/s/ John P. Yeros
	Name:	John P. Yeros
	Its:	Chief Executive Officer

Annex A to Common Stock Purchase Warrant

NOTICE OF EXERCISE

(Complete and sign only upon exercise of the

Common Stock Purchase Warrant in whole or in part.)

To:	EVO Transportation & Energy Services, Inc.