First Amendment to the Amended and Restated Senior Secured Loan and Executive Loan Agreement, dated December 29, 2023, among EVO Transportation & Energy Services, Inc., certain of its subsidiaries as guarantors, Antara Capital Master Fund LP and Corbin ERISA Opportunity Fund Ltd

1.

Extension of the Loan Maturity Date. Effective upon the date of this Agreement, the Loan Agreement is amended to extend the “Maturity Date” from December 29, 2023 to February 29, 2024.

2.

Extension of each Executive Loan Maturity Date. Effective upon the date of this Agreement, the Loan Agreement is amended to extend each “Executive Loan Maturity Date” from January 5, 2024 to March 5, 2024.

3.

Hudson Park Loan. The Lenders consent to the payment by the Company of $74,170.64 to the Hudson Park Lender, which represents all amounts outstanding with respect to the Hudson Park Loan, on December 29, 2023, notwithstanding the extension of the Loan Maturity Date and without any payment by the Company to the Antara Lender with respect to the Antara Loan or to the CEOF Lender with respect to the CEOF Loan.

4.

Representations. The Loan Parties hereby represent and warrant to each Lender and each Executive Lender as of the date hereof that each of the representations and warranties made by any Loan Party in the Loan Agreement have been and remain true and correct in all material respects as if remade on the date hereof, subject to changes to such representations and warranties set forth on Exhibit A attached hereto (the “Representation Updates”). None of the Representation Updates are the result of any breach of a covenant of any Loan Party under the Loan Agreement, nor do they result from or in any Event of Default. Neither the execution, delivery or performance of this Agreement nor any other agreement or instrument contemplated hereby will (a) violate any applicable law in any material respect, (b) violate the organizational documents of any Loan Party, or (c) breach, violate or result in a default, or give rise to a termination, cancellation, acceleration or other right or remedy, under any material agreement, instrument or other contractual obligation of any Loan Party.

5.

Full Force and Effect. Except as specifically set forth herein, all of the terms and conditions of the Loan Agreement are unmodified and remain in full force and effect.

6.

No Novation. The Parties do not intend the terms of this Agreement to be construed as a novation of any of the obligations owing by the Loan Parties under or in connection with the Loan or the Executive Loans.

7.

Ratification and Affirmation of Guaranties and Indemnities. By the execution hereof, each Guarantor hereby acknowledges and agrees and consents to the terms of this Agreement and that, except as expressly provided in Section 1 and Section 2 of this Agreement, nothing contained herein shall modify, affect or otherwise diminish the obligations of Guarantor under the Loan Agreement applicable to such Guarantor, and each Guarantor hereby certifies, reaffirms and ratifies its obligations under the Loan Agreement.

8.

Release of Lender Liability. TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW FROM TIME TO TIME IN EFFECT, EACH LOAN PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY (AND AFTER IT HAS CONSULTED WITH ITS OWN COUNSEL) IRREVOCABLY AND UNCONDITIONALLY AGREES THAT NO CLAIM MAY BE MADE BY SUCH LOAN PARTY AGAINST ANY LENDER OR ANY OF SUCH LENDER’S DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, AGENTS OR INSURERS, OR ANY OF ITS OR THEIR SUCCESSORS AND ASSIGNS, FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY BREACH OR WRONGFUL CONDUCT (WHETHER THE CLAIM IS BASED ON CONTRACT OR TORT OR DUTY IMPOSED BY LAW) ARISING OUT OF, OR RELATED TO, THE TRANSACTIONS CONTEMPLATED BY ANY OF THIS AGREEMENT OR THE LOAN AGREEMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION HEREWITH OR THEREWITH. IN FURTHERANCE OF THE FOREGOING, EACH LOAN PARTY HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM FOR ANY SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

9.

Counterparts. This Agreement may be executed in any number of counterparts (which may be electronic, including PDF) and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original and shall be binding upon all parties and their respective permitted successors and assigns, and all of which taken together shall constitute one and the same agreement.

10.

Governing Law. This Agreement shall be governed in accordance with the terms and provisions of Section 25 and Section 26 of the Loan Agreement.

EVO TRANSPORTATION & ENERGY SERVICES, INC., as Borrower

Name:

Alexandre Zyngier

Title:

Chairman

W.E. GRAHAM, INC., as a Guarantor

Name:

James Faught

Title:

Chief Financial Officer         

 EVO LOGISTICS, LLC, as a Guarantor

Name:

James Faught

Title:

Chief Financial Officer          

 TITAN CNG LLC, as a Guarantor

Name:

James Faught

Title:

Chief Financial Officer          

 THUNDER RIDGE TRANSPORT, INC., as a Guarantor

Name:

James Faught

Title:

Chief Financial Officer          

SHEEHY MAIL CONTRACTORS, INC., as a Guarantor

Name:

James Faught

Title:

Chief Financial Officer          

URSA MAJOR CORPORATION, as a Guarantor

Name:

James Faught

Title:

Chief Financial Officer          

J.B. LEASE CORPORATION, as a Guarantor

Name:

James Faught

Title:

Chief Financial Officer          

EVO EQUIPMENT LEASING, LLC, as a Guarantor

Name:

James Faught

Title:

Chief Financial Officer          

COURTLANDT AND BROWN ENTERPRISES L.L.C., as a Guarantor

Name:

James Faught

Title:

Chief Financial Officer          

FINKLE TRANSPORT, INC., as a Guarantor

Name:

James Faught

Title:

Chief Financial Officer

EVO SERVICES GROUP, LLC, as a Guarantor

Name:

James Faught

Title:

Chief Financial Officer          

By:

/s/ Himanshu Gulati

Name:

Himanshu Gulati

Title:

Chief Investment Officer

By:

/s/ Himanshu Gulati

Name:

Himanshu Gulati

Title:

Chief Investment Officer