Exhibit 10.5


 


EXECUTIVE EMPLOYMENT
AGREEMENT


 


This Executive
Employment Agreement (the “Agreement”) is entered into and effective as of July 22, 2019 (the “Effective
Date”), by and between EVO Transportation & Energy Services, Inc. (the “Company”) and
Eugene S. Putnam, Jr. (“Executive”).


 


1. Duties and Scope of Employment.


 


(a) Positions
and Duties. During the Employment Term (as defined below), Executive will be employed as the Chief Financial Officer of the Company.
Executive’s authority, duties, and responsibilities will correspond to Executive’s position and will include any particular
authority, duties, and responsibilities consistent with the Executive’s position that the Company may assign to Executive
from time to time.


 


(b) Obligations.
During the Employment Term, Executive is required to faithfully and conscientiously perform his assigned duties and to diligently
observe all of his obligations to the Company. Executive agrees to devote his full business time and efforts, energy and skill
to his employment at the Company, and Executive 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 Executive 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 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 Executive’s
responsibilities to or his abilities to perform his duties hereunder. During the Employment Term, Executive may not perform services
as an employee or consultant of any other competitive organization and Executive 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. Executive
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, Executive 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 Executive delivers to the other at least 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 Executive’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 Executive’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 Executive is referred to herein as the “Executive’s Non-Renewal.”


 






     


     


    

 


(d) Place of Performance.
Executive will initially primarily report to the principal office of the Company, which is currently located in the Phoenix, AZ
area. Executive 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
Executive’s duties hereunder, subject to reimbursement of expenses pursuant to Section 6 below.


 


2. At-Will Employment.
The parties agree that Executive’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 Executive without Good Reason (in any such case, “Executive’s At-Will Termination”). Executive
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, Executive 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 Executive an annual base salary as compensation for his services (the
“Base Salary”) at the initial rate of $230,000.00. 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 adjustments will be made based
upon the Company’s standard practices.


 


(b) Annual Incentive
Bonus. During the Employment Term, Executive 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 Executive’s personal performance objectives shall be unique to his role as Chief Financial Officer.
Consistent therewith, the Board (or a committee of the Board, if applicable) will determine Executive’s target bonus opportunity
and the criteria for earning such bonus, as well as Executive’s achievement of such criteria, and the amount of the Annual
Bonus earned and payable to Executive 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. Executive’s Annual Bonus for calendar year 2019 shall be prorated on a weekly basis for his period of employment
in such year. Executive 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 Executive 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 Board (or a committee
thereof) 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, Executive 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 Board
(or a committee of the Board, if applicable) will determine whether Executive 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, Executive 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. In addition, the Company will cause Executive to be covered by a directors
and officers liability insurance policy in an amount and scope of coverage customary for the size and industry of the Company’s
business (but in no event less than $2,000,000) commencing on the date of this Agreement.


 


5. Vacation. During
the Employment Term, Executive will be entitled to paid vacation of not less than 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 Executive and the Company.


 


6. Expenses. During
the Employment Term, the Company will reimburse Executive for reasonable travel, lodging, meal, entertainment or other expenses
incurred by Executive in the furtherance of or in connection with the performance of Executive’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 Executive the following: (i) all
unpaid Base Salary through the last day of the Employment Term; (ii) all unreimbursed expenses that otherwise are payable to Executive
pursuant to Section 6 above, and (iii) all other accrued payments or benefits to which Executive is entitled and has earned under
the terms of any applicable compensation, bonus, award or similar arrangement, plan or program, subject to Section 3(b) with respect
to bonus accrual and eligibility (collectively, the “Accrued Obligations”). The Accrued Obligations shall
be paid to Executive 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 Executive for Good Reason or by the Company’s At-Will Termination,
the Company shall pay to Executive 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) Executive’s monthly Base Salary (as in effect immediately prior to the termination date) or (ii) an amount equal
to one-half of Executive’s annual Base Salary (as in effect immediately prior to the termination date). The Severance Pay
shall be paid by the Company to Executive 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 60th
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 termination
by the Company for Cause, by the Company’s Non-Renewal or Executive’s Non-Renewal of the Initial Term or any Renewal
Term, by Executive’s At-Will Termination, or due to Executive’s death or disability, no Severance Pay will be owing
or paid to Executive.


 


(c) COBRA. If
the Employment Term ends by reason of either termination by Executive for Good Reason or by the Company’s At-Will Termination,
to the extent Executive and Executive’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 Executive’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 Executive 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 Executive is covered under another employer’s group health insurance plan or (iii) the last
day of the month in which Executive 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 Executive, 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 Term ends by reason of termination by the Company for Cause, by the Company’s Non-Renewal or Executive’s
Non-Renewal of the Initial Term or any Renewal Term, by Executive’s At-Will Termination, or due to Executive’s death
or disability, no Severance Benefits will be owing to Executive. 
  






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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 Executive 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.


 


(b) Compliance
with Covenants. The receipt of Severance Pay and Severance Benefits will be subject to Executive’s compliance with Sections
9(a), 9(b), 9(c) and 9(d) of this Agreement. In the event Executive 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 Executive otherwise is entitled pursuant to Section 7(b)
and Section 7(c) will immediately cease, and (ii) Executive 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 Executive or on behalf of Executive 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, Executive 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”), Executive 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 Executive’s name, counsel or assistance to,
any Competing Entity.


 


(b) Non-Solicitation.
In recognition of the consideration provided herein, Executive agrees that, during the Restricted Period, Executive 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 for five (5) years thereafter (except
with regard to trade secrets, for so long as such information remains a trade secret), Executive 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 Executive’s behalf or on behalf of any entity other than the Company or its Affiliates
with which Executive was in fact associated, except (A) as required in connection with the performance of such Executive’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 Executive, (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 Executive, (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
Executive is required to disclose Confidential Information pursuant to any of the foregoing exceptions, Executive shall promptly
notify the Company of such pending disclosure and assist the Company (at the Company’s sole expense, which will be advanced
to Executive 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 Executive is required
to disclose such Confidential Information, Executive may disclose that portion of the Confidential Information (A) which counsel
to Executive advises Executive that he is required to disclose or (B) which could subject Executive to be liable for contempt or
suffer censure or penalty. In such cases, Executive 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) Executive
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,
Executive 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 Executive’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 Executive’s
services during Executive’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 Executive 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 Executive hereby irrevocably assigns and agrees to assign to the Company any and all of Executive’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 Executive whatsoever. Executive 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 Executive has any rights in any such results and proceeds that cannot
be assigned in the manner described above, Executive 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 Executive’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 Executive’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 Executive for the Company hereunder.


 


(e) Enforcement;
Remedies. Executive acknowledges that the covenants set forth in Sections 9(a), 9(b), 9(c) and 9(d) impose a reasonable restraint
on Executive in light of the business and activities of the Company and its Affiliates. Executive acknowledges that a breach of
Sections 9(a), 9(b), 9(c) or 9(d) by Executive will cause serious and potentially irreparable harm to the Company and its Affiliates.
Executive therefore acknowledges that a breach of Sections 9(a), 9(b), 9(c) or 9(d) by Executive 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, Executive 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. Executive 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 Executive. If Executive breaches
this Section 9, Executive shall pay the reasonable attorneys’ fees and costs incurred by the Company in connection with enforcing
its rights under this Agreement.


 






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(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 Executive’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.


 


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) Executive’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 Executive in connection with the business of the Company and its Affiliates; (iii) Executive’s continued and willful failure
to perform substantially his responsibilities to the Company under this Agreement; (iv) Executive’s material breach of this
Agreement; (v) Executive’s fraud, theft or material dishonesty against the Company, its Affiliates or its customers; (vi)
Executive’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; or (vii) Executive’s willful attempt to obstruct or willful failure to cooperate when with any investigation
authorized by the Board or any governmental or self-regulatory entity. Any determination of Cause by the Company shall be made
by a resolution approved by a majority of the members of the Board, provided that 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 Executive 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) Executive 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.


 






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


 


(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 freight 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 Executive’s
last day of employment with the Company.


 


(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 Executive 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 Executive 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 Executive’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 Executive (or, if applicable, his spouse or legal representative).


 






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


 


(i) any reduction
in Executive’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 executive-level employees of the Company;


 


(ii) any material
reduction in Executive’s authority, duties or responsibilities or the assignment to Executive 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 Executive
provides services to the Company or any of its Affiliates.


 


Notwithstanding
any other provision of this Agreement to the contrary, Executive shall not terminate the Employment Term for Good Reason unless
(A) Executive notifies the Company in writing of the condition that Executive believes constitutes Good Reason within ninety (90)
days following the Executive’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) Executive 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 and its Affiliates then-currently conduct their business or have conducted
their business at any time in the prior twelve (12) months.


 


11. Tax Matters


 


Withholding. All
payments made pursuant to this Agreement will be


 


(a) 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 Executive 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 Executive or any other individual to the Company or any
of its Affiliates, except as provided below. Executive, 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 Executive’s gross income under Section 409A(a)(1)(A) of the Code, then (i) Executive
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 Executive (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).


 






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(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:


 


(i) if at the
time Executive’s employment hereunder terminates, Executive 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 Executive 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 Executive’s employment terminates or, if earlier, upon
Executive’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.


 






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(d) Limitation
on Payments Under Certain Circumstances.


 


(i) Notwithstanding
any other provision of this Agreement to the contrary, in the event that Executive 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 Executive
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 Executive, 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 Executive 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), Executive shall be deemed to pay federal, state and local taxes at the highest marginal
rate of taxation for the applicable calendar year.


 


(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 Executive
by a third-party service provider selected by the Company and Executive (the “Tax Advisor”), and all
such computations and determinations shall be conclusive and binding on the Company and Executive. 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 Executive 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 Executive 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.


 






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12. Assignment.
This Agreement and Executive’s rights under this Agreement are personal to Executive and shall not be assignable by Executive.
The Company may, by written notice to Executive, 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 Executive, 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 Executive’s employment hereunder by such affiliate or successor and the immediate hiring and continuation of Executive’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.


 


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 Executive:


 


Eugene S. Putnam, Jr.


___________


Phoenix, AZ


 


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 Executive and a
duly authorized representative of the Company.


 






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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 Arizona 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
Arizona, 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,
Executive’s employment by the Company, or for recognition or enforcement of any judgment.


 


19. Acknowledgment.
Executive 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 Yeros	 
	Name: 	 John Yeros	 
	Title: 	CEO	 
	Date:	 July __, 2019	 
	 	 
	EXECUTIVE:	 
	 	 
	By: 	/s/ Eugene S. Putnam, Jr.	 
	Name:	 Eugene S. Putnam, Jr.	 
	Date: 	July 22, 2019