Interest rate

7.50%

Common stock,par value

$ 0.0001

Stock Compensation Plan [Member]

If the closing price on all domestic securities exchanges on which the Common Stock may at the time be listed exceeds $6.00 per share for 30 consecutive trading days and the daily trading volume of the common stock is at least 20,000 shares for that same period, each share of Preferred Stock will automatically convert to one share of the Company's common stock.

Options vest ratably over three years. One-quarter (1/4) of the options vest and become exercisable on the grant date.

Common stock, shares

3,709,696

2,258,530

Common stock, shares

4,250,000

Warrants [Member]

Warrants issued, description

Issue of common shares

1,500,000

The Company issued a warrant (the "Antara Warrant 2020") to Antara Capital to purchase 3,650,000 shares (the "Antara Warrant Shares 2020") of the Company's common stock, par value $0.0001 per share ("Common Stock"), at an exercise price of $2.50 per share, subject to adjustment for certain distributions, stock splits, and issuances of Common Stock. The Antara Warrant 2020 is exercisable for ten years from the date of issuance. If the fair market value of the Antara Warrant Shares 2020 is greater than $2.50 at the end of the exercise period, then the Antara Warrant 2020 will be deemed to be exercised automatically and immediately prior to the end of the exercise period. Pursuant to the Antara Warrant 2020, the Company granted Antara Capital preemptive rights to purchase its pro rata share, determined based on the number of shares held by Antara Capital or into which warrants held by Antara Capital (including the Antara Warrant 2020) are exercisable, of capital stock issued by the Company after the issuance date of the Antara Warrants 2020, subject to certain excepted issuances.

Financial Advisor [Member]

Shares issued

98,000

Common Stock [Member]

Shares issued of common stock in exchange for accounts payable

1,000,000

Subsequent Event [Member]

Convertible promissory notes into common stock shares

21,000

Company acquired outstanding equity interests

12,000,000

Share price

$ 2.50

Issuance of non-qualified stock options, shares

The Series B Preferred Stock is convertible at any time at the option of the holder or the Company at an initial conversion ratio of one share of Common Stock for each share of Series B Preferred Stock. The initial conversion ratio shall be adjusted in the event of any stock splits, stock dividends and other recapitalizations. If the Company is the party electing to exercise the conversion right, it must provide five days' prior notice to the holders of the Series B Preferred Stock during which the holders of Series B Preferred Stock may elect to exercise their redemption right to receive cash in lieu of the Common Stock that would otherwise be issued by the Company in connection with the conversion. In addition, each share of Series B Preferred Stock will automatically convert to one share of Common Stock (i) if the closing price on all domestic securities exchanges on which the Common Stock may at the time be listed exceeds $3.00 per share for 90 consecutive trading days and the average daily trading volume of the Common Stock is at least 20,000 shares for that same period; (ii) immediately prior to closing a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") relating to an offer and sale of shares of Common Stock that generates gross proceeds of at least $25,000,000; or (iii) immediately prior to effectiveness of a registration statement under the Securities Act covering shares of Common Stock sold in a private offering that generates gross proceeds of at least $25,000,000. If the automatic conversion of Series B Preferred Stock pursuant to subpart (ii) or (iii) of the previous sentence occurs prior to the fifth anniversary of the date of issuance of the Series B Preferred Stock, then all dividends that would have accrued with respect to the Series B Preferred Stock for the period from the conversion date to the fifth anniversary of the issuance date will be deemed to automatically accrue and be treated as accrued and unpaid dividends on such Series B Preferred Stock as of immediately prior to conversion.

The Board of Directors approved the conversion of $95,446 subordinated convertible senior notes payable and related interest into 21,000 shares of common stock.

Pursuant to the Purchase and Exchange Agreement, the Company acquired all of the Acquired Interests for $12,000,000, consisting of: (i) $3,125,000 paid by issuance of 1,250,000 shares of the Company's common stock; (ii) $1,250,000 in cash; $5,011,364 in assumed indebtedness; and (iv) an earnout of up to $2,613,635 (the "Earnout"), which is payable in shares of Company common stock at an agreed price per share of $2.50. The Earnout will be calculated within 30 days of the first anniversary of the Purchase and Exchange Agreement and will equal three times EBITDA (as defined in the Purchase and Exchange Agreement) of Courtlandt and Finkle for the 12 months ended June 30, 2019, (subject to a cap of $12,000,000) minus the amounts paid at closing.

400,000

Issuance of non-qualified stock options

$ 98,922

Redemption of common Stock, description

On March 24, 2020, the Company entered into a stock redemption agreement with each of Danny Cuzick ("Cuzick") and R. Scott Wheeler ("Wheeler"), pursuant to which (i) the Company redeemed 1,200,000 and 60,000 shares of its Common Stock, held by Cuzick and Wheeler, respectively, and (ii) agreed to issue 1,000,000 and 50,000 shares of its Series B Preferred Stock, par value $0.0001 per share ("Series B Preferred Stock"), to Cuzick and Wheeler, respectively. As of May 6, 2020, the Company has not issued the 1,050,000 shares of the Series B Preferred Stock.

Preferred shares issued, description

The Company filed a Certificate of Designation of Rights and Preferences of Series B Preferred Stock (the "Certificate of Designation") with the Secretary of State of the State of Delaware, which authorizes the Company to issue up to 3,075,000 shares of Series B Preferred Stock.

Payment Protection Program, description

The Company received $10,000,000 under the terms of the Paycheck Protection Program ("PPP"). The amount of loan forgiveness can be up to the full principal amount of the loan and any accrued interest. In order to have the full amount of the loan forgiven, the Company must within eight weeks of the loan complete all of the following:1.Spend not less than 75% of the loan on payroll costs;2.Spend the remaining 25% of the loan only on:·Additional payroll costs above 75%; ·Payments of interest on mortgage obligations incurred before February 15, 2020;·Rent payments on leases dated before February 15, 2020; or·Utility payments under service agreements dated before February 15, 2020. 3.Maintain employee and compensation levels; and4.Provide the lender with the documentation to prove the Company has met the requirements for loan forgiveness.

Preferred Dividend, description

An annual, non-compounding dividend accrues on the Series B Preferred Stock at a rate of 10% per annum for five years from the date the Preferred Stock is issued. The dividend is payable, if and when declared by the Board of Directors, in arrears in the form of shares of Series B Preferred Stock at a rate of $3.00 per share, or, at the Company's option, quarterly in arrears in cash.The holders of the Series B Preferred Stock are entitled to a liquidation preference of $3.00 per share of Series B Preferred Stock plus any accrued but unpaid dividends upon the liquidation of the Company. The Series B Preferred Stock may be redeemed by the Company at any time at a redemption price equal to $3.00 plus all accrued but unpaid dividends, and each holder of Series B Preferred Stock may cause the Company to redeem the holder's Series B Preferred Stock at any time after March 23, 2025 at a redemption price equal to $3.00 plus all accrued but unpaid dividends.

Subsequent Event [Member] | Incremental Term Loans [Member]

Additional tterm loan commitments

The Incremental Term Loans bear interest at 12% per annum and have a maturity date of September 16, 2022. Monthly interest payments will be due in cash, and all outstanding principal and interest will be due on the maturity date. The Incremental Term Loans may be prepaid at any time, subject to payment of a prepayment premium equal to (i) 7% of each prepayment made on or prior to September 16, 2020, and (ii) 5% of each prepayment made after September 16, 2020, but on or prior to September 16, 2021, with no premium due after September 16, 2021.

$ 3,214,286

Financing fees, description

The Company paid a 2% financing fee in connection with its entry into the Incremental Amendment. The Company also reimbursed the Collateral Agent for $125,000 of fees, costs, and expenses previously accrued under the Financing Agreement and in addition paid fees, costs, and expenses of the Collateral Agent and the lenders newly incurred in connection with the Incremental Amendment.

Subsequent Event [Member] | Second Incremental Term Loans [Member]

Additional tterm loan commitments

The Second Incremental Term Loans bear interest at 12% per annum and have a maturity date of September 16, 2022. Monthly interest payments will be due in cash, and all outstanding principal and interest will be due on the maturity date. The Second Incremental Term Loans may be prepaid at any time, subject to payment of a prepayment premium equal to (i) 7% of each prepayment made on or prior to September 16, 2020 and (ii) 5% of each prepayment made after September 16, 2020 but on or prior to September 16, 2021, with no premium due after September 16, 2021.

$ 3,061,224

Affirmative covenants, description

(i) On or before March 31, 2020, the Company must deposit into an account subject to a control agreement and retain for application to general corporate purposes, up to $3,000,000 in funds advanced to the Company by the USPS for claimed reimbursements for certain previously provided services. The Company deposited the funds for claimed reimbursements on April 13, 2020. (ii) On or before May 1, 2020, the Company must consummate amendments to their respective contracts with USPS to increase anticipated aggregate revenue received by the Company from USPS by at least $400,000 per month. (ii) On or before May 1, 2020, the Company must consummate amendments to their respective contracts with USPS to increase anticipated aggregate revenue received by the Company from USPS by at least $400,000 per month.(iv) On or before April 15, 2020, the Company and Dan Thompson II LLC ("Thompson") must enter into an agreement pursuant to which Thompson agrees that (i) all payments due to Thompson under the secured convertible promissory note purchase agreement dated as of July 20, 2018 ("Thompson NPA") and the secured convertible promissory note dated July 20, 2018 ("Thompson Note") in the original amount of $3,000,000 will be paid only in kind until maturity and (ii) the maturity date of the Thompson Note is extended to July 31, 2021.(v) On or before April 15, 2020, the Company and holders of at least fifty percent in amount of notes (the "Other Notes") other than the Thompson Note issued under the Thompson NPA ("Other Thompson Holders") must enter into an agreement pursuant to which the Other Thompson Holders agree that all payments due under the Thompson NPA and the Other Notes will be paid only in kind until the later of the maturity date of the Thompson Note (as extended) and each of the Other Notes.(vi) On or before September 29, 2020, the Company and its subsidiaries must have received in the aggregate at least $2,000,000 in cash from the United States government on account of rebates, reimbursements or the like in respect of their use of compressed natural gas fuel.

Subsequent Event [Member] | Stock Compensation Plan [Member]

Subsequent Event [Member] | chief executive officer [Member]

Shares issued

9,250,000

Common stock,par value

$ 2.50

Issuance of non-qualified stock options, shares

750,000 of the options vested at the time of grant, 250,000 of the options fully vest on December 31, 2020, and the remaining 250,000 fully vest on March 31, 2021.

1,250,000

Subsequent Event [Member] | EVO Equipment [Member]

Original principle amount

$ 6,430,000

Maturity terms

Nov. 30, 2022

Subsequent Event [Member] | Board Member [Member]

Stock options granted, description

The Board of Directors granted 70,000 stock options as compensation to board members with an exercise price of $2.50 and a 10-year life. The options vest ratably over three years. One-quarter (1/4) of the options vest and become exercisable on the grant date. The remaining vest and become exercisable ratably on the first, second, and third anniversaries of the date of grant.

Subsequent Event [Member] | Common Stock [Member]

Sale of stock, description

The Company sold a total of 1,260,000 shares of its Common Stock to related parties for aggregate gross proceeds of $3,150,000 pursuant to the terms of a subscription agreement. The Company did not pay any underwriter discounts or commissions in connection with the sale of the shares. The shares of Common Stock sold have the right to convert into securities which bear the same terms as those offered to satisfy the Liquidity Milestone defined in the Incremental Amendment. As of May 6, 2020, the Company has not issued the 1,260,000 shares of common stock.

Financing Agreement [Member] | Subsequent Event [Member]

Interest rate

12.00%

Agreement, description

The Company entered into a $24.5 million financing agreement (the “Financing Agreement”) among the Company, each subsidiary of the Company, various lenders from time to time party thereto, and Cortland Capital Market Services LLC, as administrative agent and collateral agent. Pursuant to the Financing Agreement, the Company initially borrowed $22.4 million (the “Term Loan”) and borrowed the remaining $2.1 million during October 2019.

Financing Agreement [Member] | Subsequent Event [Member] | Antara Warrants [Member]

The Term Loan may be prepaid at any time, subject to payment of a prepayment premium of (1) 7% for each early payments made or coming due on or prior to September 16, 2020, (2) after September 16, 2020, 5% for each early payments made or coming due on or prior to September 16, 2021, and (3) thereafter, no premium shall be due. Proceeds are to be used to (i) effect the Ritter Acquisition, (ii) to refinance and retire existing indebtedness, and (iii) general working capital needs.

Stock exchange agreement [Member] | Subsequent Event [Member]

Concurrently, and in connection with the Financing Agreement the Company issued two warrants (the “$0.01 Warrant” and the “$2.50 Warrant” and collectively, the “Antara Warrants”) to Antara Capital to purchase an aggregate of 4,375,000 shares of common stock of the Company (the “Antara Warrant Shares”). The $0.01 Antara Warrant grants Antara Capital the right to purchase up to 3,350,000 Antara Warrant Shares at an exercise price of $0.01 per share and is exercisable for five years from the date of issuance. The $2.50 Antara Warrant grants Antara Capital the right to purchase up to 1,025,000 Antara Warrant Shares at an exercise price of $2.50 per share, subject to adjustment for certain distributions, stock splits, and issuances of common stock, and is exercisable for ten years from the date of issuance.

Maturity terms

Sep. 16, 2022

Subordination Agreements [Member]

Pursuant to the Exchange Agreement, EVO HoldCo acquired all of the outstanding equity interests in JWR for $6,102,453, consisting of the issuance of 2,440,982 shares of the Company's common stock. Pursuant to the Stock Purchase Agreement, EVO HoldCo acquired all of the outstanding equity interests in Ritter Transportation and Ritter Transport for $13,739,056, which was paid in cash at closing and is subject to a customary working capital adjustment. Pursuant to the Membership Interest Purchase Agreement, EVO HoldCo acquired all of the outstanding equity interests in Johmar for $500,000, which was paid in cash at closing. At closing of the Membership Interest Purchase Agreement, EVO HoldCo also paid off Johmar indebtedness of $3,350,669.

Subordination Agreements [Member] | Subsequent Event [Member]

Agreement, description

With the EVO Subordination Agreement, $7,800,000 of debt obligations, due on demand and through August 2020 were subordinated and extended to November 2022.

Warrants to purchase common stock

Common stock,par value

$ 0.01

350,000

Equity purchase agreement [Member] | Subsequent Event [Member]

The Cuzick Warrant is exercisable for five years from the date of issuance. If the fair market value (as defined in the Cuzick Warrant) of the Cuzick Warrant Shares is greater than $0.01 at the end of the exercise period.

Truckserv Enterprises, LLC [Member]

The Company and Billy (Trey) Peck Jr. (“Peck”) entered into an amendment (the “EPA Amendment”) to the equity purchase agreement between the Company and Peck dated June 1, 2018 (as subsequently amended, the “EPA”). The EPA Amendment extended the maturity date of the payments due to Peck under the EPA to November 30, 2022. In connection with the EPA Amendment, the Company paid Peck an extension fee of $150,000, which the fee will be credited to the balance owed to Peck under the EPA. The Company also agreed to pay Peck an additional $50,000 on January 31, 2020 if the Company meets certain financial goals in the fourth fiscal quarter of 2019, which the additional fee, if paid, will also be credited to the balance owed to Peck under the EPA.