Exhibit
4.24


 


THIS
PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. INVESTORS SHOULD BE AWARE THAT
THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES
MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR
RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.


 


SECURED
CONVERTIBLE PROMISSORY NOTE


 


	$6,650,000.00



	February
    1, 2017


 


Subject
to the terms and conditions of this Secured Convertible Promissory Note (this “Note”), for value received,
MINN SHARES INC., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of Danny
R. Cuzick (the “Holder”), the principal sum of Six Million Six Hundred Fifty Thousand Dollars ($6,650,000.00)
(the “Principal Amount”), together with interest thereon accruing on and from the date hereof until the entire
Principal Amount is paid (or converted, as provided in Section 2 hereof), at an annual rate equal to one and one-half percent
(1.5%) (the “Base Rate”) Interest shall be calculated based on a 365-day year, compounded annually, but in
no event shall the rate of interest exceed the maximum rate, if any, allowable under applicable law.




 


This
Note is issued by the Borrower pursuant to the Agreement and Plan of Securities Exchange (the “Exchange Agreement”)
dated January 11, 2017, by and among EVO CNG, LLC, a Delaware limited liability company (“EVO”), Environmental
Alternative Fuels, LLC, a Delaware limited liability company (“EAF”), Danny R. Cuzick (“Danny”),
Damon R. Cuzick (“Damon”), Thomas J. Kiley (“Kiley”), Theril H. Lund (“Lund”),
and Borrower. This Note is one of a series of four Secured Convertible Notes of even date herewith issued pursuant to the Exchange
Agreement: one in the original principal amount of $6,650,000.00 to Danny (the “Danny Note”); one in the original
principal amount of $1,140,000.00 to Damon (the “Damon Note”); one in the original principal amount of $1,140,000.00
to Lund (the “Lund Note”); and one in the original principal amount of $570,000.00 to Kiley (the “Kiley
Note”) (the Danny Note, the Damon Note, the Lund Note, and the Kiley Note are collectively, the “Notes”).
Danny, Damon, Kiley and Lund are collectively referred to herein as the “Holders.”


 


Capitalized
terms used herein but not defined herein shall have the meanings ascribed to them in the Exchange Agreement.


 






     

     


    

 


The
Borrower promises to pay to the Holder the Principal Amount, together with interest on the Balance (defined below) at the Base
Rate, as follows:


 


(a)       consecutive
quarterly installments of interest on the Balance commencing on the first day of the first calendar quarter after the date of
this Note until the Balance has been paid in full in readily payable United States funds or converted into Common Stock (defined
below) in the manner provided herein;


 


(b)       if
the Balance and the accrued and unpaid interest thereon (the “Accrued Interest”) have not been previously converted
as provided in Section 2 hereof, then the entire Balance and the Accrued Interest shall be automatically converted on the
Maturity Date into Common Stock in accordance with Section 2.c, but if and only if the criteria for conversion set forth
in Section 2.c are satisfied on the Maturity Date; provided, however,


 


(c)       if
not sooner paid or converted in accordance with Section 2.c, the Balance, all Accrued Interest, and all other amounts due
under this Note shall be due and payable in full on February 1, 2026 (the “Maturity Date”) in immediately available
United States funds.


 


Borrower
may not prepay all or any part of the Balance until one day after the first anniversary of the date hereof (the “Anniversary
Date”) and then if and only if the Accrued Interest is paid in full in readily payable United States funds or converted
into Common Stock in accordance with Section 2 hereof. The Borrower thereafter may prepay all or any part of the Balance
at any time without the prior written consent of the Holder and without penalty, but only if the then Accrued Interest is paid
in full in readily payable United States funds or converted into Common Stock in accordance with Section 2.c.


 


The
following is a statement of certain rights of Holder and the terms and conditions to which this Note is subject and to which the
Holder, by acceptance of this Note, agrees:


 


1.        Ranking
of Notes; Application of Payments. This Note shall rank pari passu with the other Notes. All payments and recoveries
payable on account of Balance, the Accrued Interest and any other amounts due hereunder shall be paid and applied ratably and
proportionately on the Balances of all outstanding Notes on the basis of their original Principal Amounts. Subject to the foregoing
provisions, all payments will be applied first to the repayment of accrued fees, costs and expenses under this Note, then
to Accrued Interest until it has been paid in full, and then to the repayment of the Balance until it has been paid
in full.


 


2.        Conversion
of Note.


 


a.         Definitions.


 


i.         “Balance”
means the outstanding principal balance due under this Note.


 


ii.        “Bridge
Note Issuance” means the issuance of Common Stock to holders of indebtedness of Borrower as set forth on Exhibit
A attached hereto, in partial or full repayment thereof.


 






    	 	2	 



     


    

 


iii.       “Common
Stock” means the common stock of Borrower, par value $0.0001 per share.


 


iv.       “Exchange
Ratio” means the quotient of the Total Principal divided by the Total Shares, where the Total Principal equals $9,500,000
and the Total Shares equal 70,000,000 adjusted as follows:


 


(1)       If
the Borrower shall at any time or from time to time after the date hereof effect a split or subdivision of the outstanding Common
Stock, the Total Shares shall be proportionately increased.


 


(2)       If
the Borrower shall at any time or from time to time after the date hereof combine or effect a reverse split of the outstanding
shares of Common Stock, the Total Shares shall be proportionately decreased.


 


(3)       The
number of Total Shares shall be increased to equal seventy percent (70%) of the issued and outstanding shares of capital stock
of Borrower, as if all of the Notes could be and were converted or exchanged for Common Stock following (A) the Bridge Note Issuance,
(B) the Mini Offering, (C) the issuance of all other shares of capital stock of Borrower that could be issued pursuant
to any contract, agreement or arrangement for less than full and adequate consideration, and (D) the issuance of all shares
of capital stock of Borrower that are issued for less than full and adequate consideration, but without duplication for the effects
of subsections (1) and (2) of this subsection iv, if the issuance of shares of capital stock of Borrower under clauses (A) through
(D) of this subsection (3) would result in Borrower having more than 100,000,000 shares of Common Stock issued and outstanding.


 


(4)       Any
adjustment under this subsection iii shall become effective at the close of business on the date the split, subdivision, combination
or issuance becomes effective.


 


v.        “Listing
Date” means the business day that immediately precedes the date of the notice of conversion provided by the Holder or
the Borrower.


 


vi.       “Mini
Offering” means a private offering of Common Stock to “friends and family” for raising funds in an amount
of approximately $2,000,000 for the primary purpose of the payment of indebtedness of Borrower.


 


vii.      “Private
Offering” means the first private offering of Common Stock, including any extended or supplemental offering, after the
date of this Note, in an amount not less than $10,000,000.


 


viii.     “Stock
Exchange” means the principal national securities exchange on which shares of Common Stock are listed.


 






    	 	3	 



     


    

 


ix.       “Triggering
Event” means:


 


(1)       reorganization,
recapitalization, reclassification, consolidation or merger involving the Borrower in which the Borrower is not the surviving
or resulting corporation; or


 


(2)       the
sale, lease, transfer, or other disposition, in a single transaction or series of related transactions, by the Borrower of all
or substantially all the assets of the Borrower taken as a whole, or the sale or disposition (whether by merger, consolidation
or otherwise) of one or more subsidiaries of the Borrower if substantially all of the assets of the Borrower and its subsidiaries
taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, or other disposition is
to a wholly owned subsidiary of the Borrower.


 


b.     Optional
Conversion of Note by Holder. At any time and from time to time after the Anniversary Date, including at any time within 90
days after the Holder’s receipt of notice of the consummation of the Triggering Event, the Holder may, at the Holder’s
option, convert (i) all or part of the Balance (such amount to be converted, the “Converted Principal Amount”)
into a number of shares of Common Stock equal to the quotient of the Converted Principal Amount (which shall not be less than
Thirty-Five Thousand Dollars ($35,000)) divided by the Exchange Ratio; and (ii) all or part of the then Accrued Interest (“PIK”)
(such PIK amount to be converted, the “Converted PIK Amount”) into a number of shares of Common Stock equal
to the quotient of the Converted PIK Amount (which shall not be less than Thirty-Five Thousand Dollars ($35,000)) divided by the
greater of (A) the Exchange Ratio or (B) the closing price of a share of Common Stock as reported on the Listing Date on the Stock
Exchange. The conversion option at any time under this Section 2.b is limited on a monthly basis to the number of shares
of Common Stock equal to 10% of the thirty (30) day average trading volume of shares of Common Stock during the prior calendar
month. For purposes of illustration, if the thirty (30) day average trading volume of shares of Common Stock is 100,000 for a
given month, then the maximum aggregate number of shares into which the Holder may convert any Balance or PIK shall be 10,000
shares in the following month. If a Triggering Event occurs, and the Holder does not elect to convert all or any of the Balance
or the PIK, or both, within 90 days after the Holder’s receipt from the Borrower of notice of the consummation of the Triggering
Event, the right to convert by reason of that particular Triggering Event will then terminate, and the Note will be payable in
accordance with the terms hereunder.


 


c.         Mandatory
Conversion by Borrower.


 


i.         Subject
to subsection ii of this Section 2.c, if on any date following the Anniversary Date, (i) the closing price as reported on the
Listing Date on the Stock Exchange is an amount equal to or greater than (A) 150% of the price that a share of Common Stock was
sold in the Private Offering (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or
other similar recapitalization with respect to the Common Stock), or (B) $10.00 if the Private Offering has not occurred by December
31, 2017 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization
with respect to the Common Stock), and (ii) if the average volume of shares of Common Stock traded on the Stock Exchange
has equaled or exceeded 100,000 shares per day for the 30 days prior to the applicable date, Borrower may, at Borrower’s
option, convert (A) all or part of the Balance (such amount to be converted, the “Mandatory Converted Amount”)
into a number of shares of Common Stock equal to a quotient of the Mandatory Converted Amount (which shall not be less than Thirty-Five
Thousand Dollars ($35,000)) divided by the Exchange Ratio and (B) all or part of the then accrued but unpaid interest (such amount
to be converted, the “Mandatory Converted PIK Amount”) into a number of shares of Common Stock equal to the
quotient of the Mandatory Converted PIK Amount(which shall not be less than Thirty-Five Thousand Dollars ($35,000)) divided by
the greater of (1) the Exchange Ratio or (2) the closing price of a share of Common Stock as reported on the Listing Date on the
Stock Exchange (each such event, a “Mandatory Conversion”).


 






    	 	4	 



     


    

 


ii.        At
the time of any Mandatory Conversion, all shares of Common Stock into which any Mandatory Converted Amount or any Mandatory Converted
PIK Amount may convert must be registered for sale in any public offering. Borrower and Holder each agree that the intent of this
provision is to ensure that Holder may freely trade any Common Stock received as a result of any Mandatory Conversion.


 


d.         Procedure
for Conversion.


 


i.         Voluntary
Conversion. In order for the Holder to voluntarily convert all or part of the Balance or the PIK into shares of Common Stock,
the Holder shall (A) provide written notice to the Borrower’s transfer agent at the office of the transfer agent for
the Common Stock (or at the principal office of the Borrower if the Borrower serves as its own transfer agent) that the Holder
elects to convert all or part of the Balance or the PIK, or both, identifying the Converted Principal Amount or the Converted
PIK Amount, or both, to be converted. The notice shall state the Holder’s name or the names of the nominees in which the
Holder wishes the shares of Common Stock to be issued.


 


ii.        Mandatory
Conversion. In order for the Borrower to require conversion of all or part of the Balance or the PIK into shares of Common
Stock, the Borrower shall provide written notice to the Holder that Borrower elects to convert all or part of the Balance or the
PIK, or both, identifying the Mandatory Converted Amount or the Mandatory Converted PIK Amount, or both, to be converted. Upon
receipt of such notice, the Holder shall provide to Borrower of the Holder’s name or the names of the nominees in which
the Holder wishes the shares of Common Stock to be issued.


 


iii.       Other
Requirements. The close of business on the date of receipt by the transfer agent (or by the Borrower if the Borrower serves
as its own transfer agent) of the Holder’s notice of voluntary conversion or the Borrower’s notice of mandatory conversion
shall be the time of conversion (the “Conversion Time”), and the shares of Common Stock issuable upon conversion
of the Balance or the PIK, or both, shall be deemed to be outstanding of record as of such date. The Borrower shall, as soon as
practicable after the Conversion Time, issue and deliver to the Holder, or the Holders nominee or nominees, a certificate or certificates
for the number of shares of Common Stock issuable upon such conversion in accordance with the provisions hereof. The Borrower
also shall provide to the Holder a proposed form of acknowledgement of the amount of the Balance or the PIK, or both, satisfied
by the such conversion and receipt for such certificates, for the Holder to sign and return to the Borrower.


 






    	 	5	 



     


    

 


e.         Reservation
of Shares. The Borrower shall at all times when the Note shall be outstanding, reserve and keep available out of its authorized
but unissued Common Stock, for the purpose of effecting the conversion of the Balance or the PIK, such number of its duly authorized
shares of Common Stock as shall from time to time be sufficient to effect the conversion of the Note; and if at any time the number
of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the full value of the Note,
the Borrower shall take such corporate action as may be necessary or appropriate to increase its authorized but unissued shares
of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in
best efforts to obtain the requisite stockholder approval of any necessary amendment to the Borrower’s Certificate of Incorporation.


 


f.          Taxes.
The Borrower shall pay any and all costs, expense, and taxes of issue and other similar taxes that may be payable in respect of
any issuance or delivery of shares of Common Stock upon conversion of the Balance or the PIK pursuant to this Section 2.
The Borrower shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance
and delivery of shares of Common Stock in a name other than the Holder, and no such issuance or delivery shall be made unless
and until the person or entity requesting such issuance has paid to the Borrower the amount of any such tax or has established,
to the satisfaction of the Borrower, that such tax (if any) has been paid.


 


g.         Termination
of Rights. Except for the rights to obtain certificates representing shares of Common Stock and as set forth in Section
2.d.iii above or Section 2.h below, all rights with respect to this Note shall terminate upon the effective conversion
of the entire Balance, all of the Accrued Interest, and all other amounts due hereunder, whether or not this Note has been surrendered
to Borrower for cancellation.


 


h.         Delivery
of Stock Certificates. As promptly as practicable after any conversion of this Note into shares of Common Stock as provided
herein, Borrower, at its cost and expense, shall issue and deliver to Holder the certificate or certificates evidencing the number
of shares of Common Stock that are issuable to the Holder or the Holder’s nominees in connection with a conversion under
this Section 2.


 






    	 	6	 



     


    

 


i.          Adjustment
for Merger or Reorganization. If there shall occur any reorganization, recapitalization, reclassification, consolidation or
merger involving the Borrower in which Common Stock is converted into or exchanged for securities, cash or other property, then,
following any such reorganization, recapitalization, reclassification, consolidation or merger, the Balance then outstanding shall
thereafter be convertible, in lieu of the Common Stock into which it was convertible prior to such event, into the kind and amount
of securities, cash or other property which a holder of the number of shares of Common Stock of the Borrower issuable upon conversion
of the Balance outstanding immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger
would have been entitled to receive pursuant to such transaction.


 


3.         Security
Interest. This Note is secured by all assets of EAF and EAF and by 100% of the membership interests in EAF and EVO pursuant
to various documents set forth in the Exchange Agreement and duly executed by the Borrower as provided therein.


 


4.         Events
of Default. Each of the following shall constitute an “Event of Default” hereunder:


 


a.         The
Borrower shall (i) voluntarily terminate operations or apply for or consent to the appointment of, or the taking of possession
by, a receiver, custodian, trustee or liquidator in respect of such Borrower, as the case may be, or of all or a substantial part
of the assets of such Borrower, as the case may be, (ii) admit in writing its inability, to pay debts as the debts become due,
(iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the Federal Bankruptcy
Code (as now or hereafter in effect), (v) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency,
reorganization, winding-up, or composition or adjustment of debts, (vi) fail to controvert in a timely and appropriate manner,
or acquiesce in writing to, any petition filed against it in an involuntary case under the Federal Bankruptcy Code or applicable
state bankruptcy laws or (vii) take any corporate action for the purpose of effecting any of the foregoing; or


 


b.         Default
in the performance of any other obligation under this Note and such failure continues for ten (10) days after written notice to
Borrower.


 


If
any Event of Default shall occur, then, at any time thereafter while such Event of Default is continuing, the Holder by written
notice to the Borrower may declare the Balance to be immediately due and payable.


 


5.        Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Arizona without
giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction) that
would require or permit the application of the laws of any other jurisdiction.


 


6.        Consent
to Jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT MAY BE INSTITUTED ONLY IN
THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF ARIZONA IN EACH CASE LOCATED IN THE COUNTY OF
MARICOPA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF, AND SOLE VENUE IN, SUCH COURTS IN ANY SUCH SUIT,
ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN
SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY LEGAL SUIT, ACTION OR ANY PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY
AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY LEGAL SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND
IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. Each of the Borrower and the Holder consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such party at the address set forth in the Exchange Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 6
shall affect or limit any right to serve process in any other manner permitted by law.


 






    	 	7	 



     


    

 


7.        Collection
Expenses. The Borrower further agrees, subject only to any limitation imposed by applicable law, to pay all costs and expenses,
including reasonable and documented attorneys’ fees, incurred by the Holder in endeavoring to collect or collecting any
amounts payable hereunder which are not paid when due.


 


8.        Amendment.
Except as otherwise provided in this Note or in the Exchange Agreement, no modification or amendment hereof shall be effective
unless (a) made in a writing signed by appropriate officers of each of Borrower and (b) such amendment or modification is approved
in writing by the Holders Representative.


 


9.        Waiver.
Borrower hereby waives presentment, protest, demand for payment, notice of dishonor, notice of protest or nonpayment, and any
and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note.


 


10.      Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other
provision.


 


11.      Addresses
for Notices, etc. All notices, requests, consents, claims, demands, waivers and other communications hereunder, including
all requests under Section 9-210 of the Uniform Commercial Code of the State, shall be in writing and shall be deemed to have
been given Notices shall be deemed to have been given (a) if mailed by certified or registered mail, four days after the date
of mailing, (b) if hand delivered, on the date of delivery, (c) if sent by overnight courier service, on the day after the date
of delivery to the courier, (d) if sent by facsimile during the recipient’s 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 (e) if 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).


 


12.      Headings;
Interpretation. In this Note, (a) the meaning of defined terms shall be equally applicable to both the singular and plural
forms of the terms defined; (b) the captions and headings are used only for convenience and are not to be considered in construing
or interpreting this Note and (c) the words “including,” “includes” and “include” shall be
deemed to be followed by the words “without limitation”. All references in this Note to sections, paragraphs, exhibits
and schedules shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits and schedules attached hereto,
all of which exhibits and schedules are incorporated herein by this reference.


 


13.      Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same Agreement. This Agreement may be delivered personally, by facsimile or by electronic
transmission (pdf sent via email).


  


[Signature
page follows]


 






    	 	8	 



     


    

 


IN
WITNESS WHEREOF, the undersigned has caused this Secured Convertible Promissory Note to be executed by its duly authorized officer
as of the date first above written.


 


	 	MINN
    SHARES INC.
	 	 	 
	 	By:	/s/
    John Yeros
	 	Name:	John
    Yeros
	 	Title:	CEO


  


	ACKNOWLEDGEMENT
    BY HOLDER:	 
	 	 
	/s/
    Danny R. Cuzick	 
	Danny
                                         R. Cuzick



	 
	 	 
	Holder’s
    Address:	 
	 	 
	8285
                                         West Lake Pleasant Parkway



	 
	Peoria,
                                         AZ 85382



	 





  


 


 


Signature Page to Danny Note




 






     

     


    

 


Exhibit
A


 


List
of Bridge Notes


 


	1.	Junior
    Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of the Alpeter Family Limited Partnership. 


 


	2.	Junior
    Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Brian and Renae Clark


 


	3.	Junior
    Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Falcon Capital LLC


 


	4.	Junior
    Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Honour Capital LP


 


	5.	Junior
    Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of James Jackson


 


	6.	Junior
    Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of John Honour


 


	7.	Junior
    Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Keith and Janice Clark


 


	8.	Junior
    Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Kirk Honour


 


	9.	Junior
    Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Stephen and Jayne Clark


 


	10.	Secured
    Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Red Ocean Consulting, LLC


 


	11.	Secured
    Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Thomas J. Abood Revocable Trust u/a dated August 17, 2012


 


	12.	Secured
    Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of James Jackson


 


	13.	Secured
    Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Alpeter Family Limited Partnership


 


	14.	Secured
    Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of David M. Leavenworth


 


	15.	Secured
    Bridge Note, dated September 26, 2016, by Titan CNG LLC in favor of Red Ocean Consulting, LLC


 


	16.	First
    Amendment to Senior Bridge Loan Documents, dated July 26, 2016, by and among Titan CNG LLC, Titan Blaine, LLC, Titan El Toro,
    LLC, Titan Diamond Bar, LLC, Thomas J. Abood Revocable Trust U/A Dated August 17, 2012 As Amended, James Jackson, David M.
    Leavenworth, Alpeter Family Limited Partnership, Bonita Beach Blues, Inc., Red Ocean Consulting, LLC, Scott Honour and Kirk
    Honour


 


	17.	Convertible
    Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of Joseph H. Whitney.


 


	18.	Convertible
    Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of The Globe Resources Group, LLC.


 


	19.	Convertible
    Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of Richard E. Gilbert.


 


	20.	Second
    Amendment to Senior Bridge Loan Documents, dated September 26, 2016, by and among Titan CNG LLC, Titan Blaine, LLC, Titan
    El Toro, LLC, Titan Diamond Bar, LLC, Thomas J. Abood Revocable Trust U/A Dated August 17, 2012 As Amended, James Jackson,
    David M. Leavenworth, Alpeter Family Limited Partnership, Bonita Beach Blues, Inc., Red Ocean Consulting, LLC, Scott Honour
    and Kirk Honour.


 


	21.	Payables
    in the amount of $1,034,058.