EVOA EVO Transportation and Energy Services Inc (CE)

Item 1.01

Entry into a Material Definitive Agreement.

(i)

The Company’s and certain of its subsidiaries’ failure and/or expected failure to pay interest and/or principal to the other holders of promissory notes issued by the Company under the secured convertible promissory note purchase agreement dated as of July 20, 2018, and under promissory notes issued to John and Ursula Lampsa, Danny Cuzick, Billy (Trey) Peck Jr., and First Business Bank;

(ii)

The Company’s failure to adhere to certain covenants contained in the Incremental Amendment and the Second Incremental Amendment;

(iii)

The Company’s failure to make Mandatory Prepayments upon the sale of certain light duty vehicles for $312,000;

(iv)

The Company’s failure to keep certain of its trade payables and other ordinary course of business obligations and expenses paid on a current basis according to the terms thereof;

(v)

The Company’s failure to timely deliver quarterly and annual financial statements to the Collateral Agent and Lenders and expectation to fail to deliver timely financial statements in the future; and

(vi)

the Guarantors’ execution of guarantees in favor of Daimler related to the acquisition of certain equipment, including prior acquisitions.

(i)

The Company is required to deliver to the lenders and Collateral Agent equity certificates in favor of EVO Holding Company, LLC for 100% of the capital stock of certain subsidiaries of the Company together with stock powers delivered “in blank” by EVO Holding Company, LLC as pledging holder;

(ii)

The Company is required to pursue a claim for reimbursement from the United States Postal Service (“USPS”) with respect to services provided by the Company and its subsidiaries under certain USPS contracts and make from the first $5,000,000 of the proceeds of the claim, if any, one or more mandatory prepayments to the Collateral Agent in the ratable amount of 45% of the proceeds and to Triumph Business Capital in the ratable amount of 45% of the proceeds.

(iii)

The Company and its subsidiaries must either (a) fully consummate the acquisition by EVO Equipment Leasing, LLC of 89 used CNG tractors on or before December 31, 2020 or (b) issue to a commercial escrow holder a certificate for

1,174,800 shares of the Company’s common stock, which certificate will be released from escrow and delivered to (1) the Administrative Agent on the earlier of January 4, 2021 or the date upon which the obligations under the Financing Agreement have been declared to be, or are deemed to be, immediately due and payable or (2) the Company, on the earlier of the satisfaction of the requirements of part (a) above on or before January 3, 2021 or the date that the term loans have been prepaid in cash by at least $25,000,000 on or before December 31, 2020;

(iv)

The Company and its subsidiaries must have received in the aggregate at least $725,000 in cash after the date of the Omnibus Amendment from the United States government on account of rebates, reimbursements or the like in respect of their use on compressed natural gas fuel;

(v)

The Company is required to issue to each of the lenders ratably warrants authorizing such lender to, on or after January 1, 2021, purchase its ratable share of up to 500,000 shares of the voting common stock of the Company at the price of $0.01 per share with a 10 year expiration.  If the Company or any of its subsidiaries has not repaid or partially repaid the obligations with the net proceeds (in the amount of at least $25,000,000) of a financing under the “Main Street Lending Program” on or before December 31, 2020, then the Company is required to issue an additional 1,000,000 warrants to the lenders;

(vi)

The Company must contribute, on or before October 31, 2020, the equity of Ritter Transport, Inc., John W. Ritter Trucking, Inc., Johmar Leasing Company, LLC, Ritter Transportation Systems, Inc. (the “Ritter Companies”), and Finkle Transport Inc. and Courtlandt and Brown Enterprises L.L.C. (the “Finkle Companies”), to a new bankruptcy remote subsidiary of EVO Holding Company, LLC that itself will be a guarantor;

(vii)

The Ritter Companies must be permanently released from their liability and obligations under a Continuing Cross Guaranty dated January 30, 2020 in favor of Mercedes-Benz Financial Services USA LLC (the “Daimler Guaranty”) and the Finkle Companies must be released from their liability and obligations under the Daimler Guaranty to an extent acceptable to the lenders no later than October 31, 2020;

(viii)

Michael Bayles is required to be appointed by the Company’s board of directors (the “Board of Directors”) as Chief Restructuring Officer and as a member of the Board of Directors;

(ix)

The Company is required to expand the Board of Directors by three members to be appointed by the lenders and to appoint Scott Honour as chairperson of the Board of Directors;

(x)

The Board of Directors must form a new committee of the board comprised of Scott Honour, Scott Wheeler, and a member of the Board of Directors appointed by the lenders to oversee the Company’s restructuring; and

(xi)

All warrants previously issued to lenders, at the election of the lender holding same, will be exchanged without any cash consideration for warrants to purchase for $0.01 per share voting common stock of the Company at the rate of 0.64 warrants for shares of voting common stock of the Company.