Exhibit 4.22


 


NEITHER
THIS CONVERTIBLE PROMISSORY NOTE NOR ANY OF THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY FOREIGN JURISDICTION OR ANY STATE
SECURITIES LAWS WITHIN THE UNITED STATES AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED UNLESS THERE IS A REGISTRATION
STATEMENT EFFECTIVE UNDER THE SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS IN EFFECT COVERING THIS CONVERTIBLE PROMISSORY
NOTE OR SUCH SECURITIES, AS THE CASE MAY BE, OR THERE IS AVAILABLE AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS.


 


CONVERTIBLE
PROMISSORY NOTE


 


	No.
    CN-3	Date
    of Issuance
	US$20,154.38	November
    22, 2016


 


FOR
VALUE RECEIVED, Minn Shares Inc., a Delaware corporation (the “Company”), hereby promises to pay to the
order of Richard E. Gilbert (the “Holder”), the principal sum of US$20,154.38 (the “Principal Amount”),
together with interest thereon from the date of issuance of this convertible promissory note (this “Note”).
Interest will accrue at a simple rate of 12% per annum. Unless earlier converted into Conversion Shares (as defined below), the
principal and accrued interest of this Note will be due and payable by the Company at any time on or after November 22, 2019 (the
“Maturity Date”) at the Company's election or upon demand by the Holder. Capitalized terms not otherwise defined
in this Note will have the meanings set forth in Section 3.1.


 


Background


 


WHEREAS,
the Holder previously extended to the Company loans (the “Loans”) in the aggregate principal amount of $20,154.38
with interest accruing at 5% per annum (the “Loan Balance”); and


 


WHEREAS,
the Company and the Holder desires to amend and restate the terms of the Loans by entering into this Note, which reflects the
Loan Balance as of the date hereof.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, intending
to be legally bound, the parties hereby agree as follows:


 


1.       Payment.
All payments will be made in lawful money of the United States of America, in immediately available funds, by such method and
at such place as the Holder may from time to time designate in writing to the Company. Payment of principal and interest will
be credited first to accrued interest due and payable, with any remainder applied to principal. Prepayment of principal, together
with accrued interest, may be made at any time without premium or penalty (subject to the provisions of Section 3 hereof).


 



    


    


    

 


2.       Security.
This Note is a general unsecured obligation of the Company.


 


3.       Conversion.
This Note will be convertible into Equity Securities pursuant to the following terms.


 


3.1       Definitions.


 


(a)       “Common
Stock” means the Company's common stock, par value US $0.0001 per share.


 


(b)       “Conversion
Shares” (for purposes of determining the type of Equity Securities issuable upon conversion of this Note) means:


 


(i)       with
respect to a conversion pursuant to Section 3.2, shares of the Equity Securities issued in the Next Equity Financing;


 


(ii)      with
respect to a conversion pursuant to Section 3.3, shares of the Equity Securities issued in the Corporate Transaction; and


 


(iii)     with
respect to a conversion pursuant to Section 3.4, shares of Common Stock.


 


(c)       “Conversion
Price” means (rounded to the nearest 1/100th of one cent):


 


(i)       with
respect to a conversion pursuant to Section 3.2, the price per security issued in a Next Equity Financing;


 


(ii)      with
respect to a conversion pursuant to Section 3.3, a conversion price that is equal to the enterprise value of the Company,
as established by the consideration payable in the Corporate Transaction, so as to permit the Holder to receive the cash, securities
or other property to which the Holder would be entitled in the Corporate Transaction on account of the Holder’s ownership
of the Common Stock; and


 


(iii)     with
respect to a conversion pursuant to Section 3.4, the quotient resulting from dividing (x) the Valuation Cap by (y) the
Fully Diluted Capitalization immediately prior to such conversion.


 


(d)       “Corporate
Transaction” means:


 


(i)       the
closing of the sale, transfer or other disposition, in a single transaction or series of related transactions, of all or substantially
all of the Company's assets;


 



    	 	2	 



    


    

 


(ii)       the
consummation of a merger or consolidation of the Company with or into another entity (except a merger or consolidation in which
the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold a majority of the
outstanding voting securities of the capital stock of the Company or the surviving or acquiring entity immediately following the
consummation of such transaction); or


 


(iii)      the
closing of the transfer (whether by merger, consolidation or otherwise), in a single transaction or series of related transactions,
to a “person” or “group” (within the meaning of Section 13(d) and Section 14(d) of the Exchange Act),
of the Company's capital stock if, after such closing, such person or group would become the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act) of more than 50% of the outstanding voting securities of the Company (or the surviving
or acquiring entity).


 


For
the avoidance of doubt, a transaction will not constitute a “Corporate Transaction” if its sole purpose is to change
the state of the Company's incorporation or to create a holding company that will be owned in substantially the same proportions
by the persons who held the Company's securities immediately prior to such transaction. Notwithstanding the foregoing, the sale
of Equity Securities in a bona fide financing transaction will not be deemed a “Corporate Transaction.”


 


(e)       “Equity
Securities” means (i) Common Stock; (ii) any securities conferring the right to purchase Common Stock; or (iii) any
securities directly or indirectly convertible into, or exchangeable for (with or without additional consideration) Common Stock.
Notwithstanding the foregoing, the following will not be considered “Equity Securities”: (A) any security granted,
issued or sold by the Company to any director, officer, employee, consultant or adviser of the Company for the primary purpose
of soliciting or retaining their services; (B) any convertible promissory notes (including this Note) issued by the Company; and
(C) any SAFEs that have been issued by the Company.


 


(f)       “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(g)       “Fully
Diluted Capitalization” means the number of issued and outstanding shares of the Company's capital stock, assuming the
conversion or exercise of all of the Company's outstanding convertible or exercisable securities, including shares of convertible
Preferred Stock and all outstanding vested or unvested options or warrants to purchase the Company's capital stock. Notwithstanding
the foregoing, “Fully Diluted Capitalization” excludes: (A) any convertible promissory notes (including this Note)
issued by the Company; (B) any SAFEs (as defined below) issued by the Company; and (C) any Equity Securities that are issuable
upon conversion of any outstanding convertible promissory notes or SAFEs.


 


(h)       “Next
Equity Financing” means any subsequent sales by the Company of its Equity Securities, in one or a series of related
transactions, following the date of issuance of this Note from which the Company receives aggregate gross proceeds of not less
than US$7,500,000.00 (excluding, for the avoidance of doubt, the aggregate principal amount of this Note).


 



    	 	3	 



    


    

 


(i)       “Preferred
Stock” means all series of the Company's preferred stock, whether now existing or hereafter created.


 


(j)       “SAFE”
means any simple agreement for future equity (or other similar agreement) which is issued by the Company for bona fide financing
purposes and which may convert into the Company's capital stock in accordance with its terms.


 


(k)       “Securities
Act” means the Securities Act of 1933, as amended.


 


(l)       “Valuation
Cap” means US$20,000,000.


 


3.2       Next
Equity Financing Conversion. In the event that, at any time while this Note shall remain outstanding, a Next Equity Financing
shall occur, the Holder, at its sole option, may elect in writing to convert the principal balance and unpaid accrued interest
on this Note upon the closing of the Next Equity Financing. Notwithstanding the foregoing, the Company may, at its option, pay
any unpaid accrued interest on this Note in cash at the time of conversion. The number of Conversion Shares the Company issues
upon such conversion will equal the quotient (rounded down to the nearest whole share) obtained by dividing (x) the outstanding
principal balance and unpaid accrued interest under this Note on the date of conversion by (y) the applicable Conversion Price.
At least five (5) days prior to the closing of the Next Equity Financing, the Company will notify the Holder in writing of the
terms of the Equity Securities that are expected to be issued in such financing. The issuance of Conversion Shares pursuant to
the conversion of this Note will be on, and subject to, the same terms and conditions applicable to the Equity Securities issued
in the Next Equity Financing.


 


3.3       Corporate
Transaction Conversion. In the event of a Corporate Transaction prior to the conversion of this Note pursuant to Section
3.2 or Section 3.4 or the repayment of this Note, at the closing of such Corporate Transaction, the Holder may elect that
either: (a) the Company will pay the Holder an amount equal to the sum of (x) all accrued and unpaid interest due on this Note
and (y) the outstanding principal balance of this Note; or (b) this Note will convert into that number of Conversion Shares equal
to the quotient (rounded down to the nearest whole share) obtained by dividing (x) the outstanding principal balance and unpaid
accrued interest of this Note on the date of conversion by (y) the applicable Conversion Price.


 


3.4       Maturity
Conversion. At any time on or after the Maturity Date, at the election of the Holder, this Note will convert into that number
of Conversion Shares equal to the quotient (rounded down to the nearest whole share) obtained by dividing (x) the outstanding
principal balance and unpaid accrued interest of this Note on the date of such conversion by (y) the applicable Conversion Price.


 



    	 	4	 



    


    

 


3.5       Mandatory
Conversion. In the event that, at any time while this Note shall remain outstanding, a conversion of the senior and junior
debts of Titan CNG LLC represented by those certain promissory notes set forth on Exhibit A attached hereto (collectively,
the “Debts”) shall occur, the entire outstanding principal amount and all interest accrued and unpaid on the
Note shall automatically convert upon the full conversion of the Debts, with no further action by the Holder, on the same terms
and conditions as those received by the holders of the Debts. For the avoidance of doubt, the Holder shall receive a conversion
on the most favorable terms and conditions provided to any holder of the Debts. Notwithstanding anything to the contrary, this
Section 3.5 shall be effective only as of the effective time of that certain Agreement and Plan of Securities Exchange
by and among the Company, Titan CNG LLC and the Members of Titan CNG LLC identified therein, dated as of November 22, 2016.


 


3.6       Conversion
Mechanism.


 


(a)       Financing
Agreements. The Holder acknowledges that the conversion of this Note into Conversion Shares pursuant to Section 3.2
or Section 3.5 may require the Holder's execution of certain agreements relating to the purchase and sale of the Conversion
Shares, as well as registration rights, rights of first refusal and co-sale, rights of first offer and voting rights, if any,
relating to such securities (collectively, the “Financing Agreements”). The Holder agrees to execute all of
the Financing Agreements in connection with a Next Equity Financing.


 


(b)       Certificates.
As promptly as practicable after the conversion of this Note and the issuance of the Conversion Shares, the Company (at its expense)
will issue and deliver a certificate or certificates evidencing the Conversion Shares (if certificated) to the Holder, or if the
Conversion Shares are not certificated, will deliver a true and correct copy of the Company's share register reflecting the Conversion
Shares held by the Holder. The Company will not be required to issue or deliver the Conversion Shares until the Holder has surrendered
this Note to the Company (or provided an instrument of cancellation or affidavit of loss). The conversion of this Note pursuant
to Section 3.2 and Section 3.3 may be made contingent upon the closing of the Next Equity Financing and Corporate
Transaction, respectively.


 


4.       Representations
and Warranties of the Company. In connection with the transactions contemplated by this Note, the Company hereby represents
and warrants to the Holder as follows:


 


4.1       Due
Organization; Qualification and Good Standing. The Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted.
The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify
or to be in good standing would have a material adverse effect on the Company.


 


4.2       Authorization
and Enforceability. Except for the authorization and issuance of the Conversion Shares, all corporate action has been taken
on the part of the Company and its officers, directors and stockholders necessary for the authorization, execution and delivery
of this Note. Except as may be limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting
the enforcement of creditors' rights, the Company has taken all corporate action required to make all of the obligations of the
Company reflected in the provisions of this Note valid and enforceable in accordance with its terms.


 



    	 	5	 



    


    

 


5.       Representations
and Warranties of the Holder. In connection with the transactions contemplated by this Note, the Holder hereby represents
and warrants to the Company as follows:


 


5.1       Authorization.
The Holder has full power and authority (and, if an individual, the capacity) to enter into this Note and to perform all obligations
required to be performed by it hereunder. This Note, when executed and delivered by the Holder, will constitute the Holder's valid
and legally binding obligation, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement
of creditors' rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief
or other equitable remedies.


 


5.2       Purchase
Entirely for Own Account. The Holder acknowledges that this Note is made with the Holder in reliance upon the Holder's representation
to the Company, which the Holder hereby confirms by executing this Note, that this Note, the Conversion Shares, and any Common
Stock issuable upon conversion of the Conversion Shares (collectively, the “Securities”) will be acquired for
investment for the Holder's own account, not as a nominee or agent (unless otherwise specified on the Holder's signature page
hereto), and not with a view to the resale or distribution of any part thereof, and that the Holder has no present intention of
selling, granting any participation in, or otherwise distributing the same. By executing this Note, the Holder further represents
that the Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations
to such person or to any third person, with respect to the Securities. If other than an individual, the Holder also represents
it has not been organized solely for the purpose of acquiring the Securities.


 


5.3       Disclosure
of Information; Non-Reliance. The Holder acknowledges that it has received all the information it considers necessary or appropriate
to enable it to make an informed decision concerning an investment in the Securities. The Holder further represents that it has
had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of
the Securities. The Holder confirms that the Company has not given any guarantee or representation as to the potential success,
return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Securities.
In deciding to acquire the Securities, the Holder is not relying on the advice or recommendations of the Company and has made
its own independent decision that the investment in the Securities is suitable and appropriate for the Holder. The Holder understands
that no federal or state agency has passed upon the merits or risks of an investment in the Securities or made any finding or
determination concerning the fairness or advisability of this investment.


 



    	 	6	 



    


    

 


5.4       Investment
Experience. The Holder is an investor in securities of companies in the development stage and acknowledges that it is able
to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of the investment in the Securities.


 


5.5       Accredited
Investor. The Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under
the Securities Act and has delivered to the Company, a true, correct and completed form of the Investor Questionnaire attached
hereto as Exhibit B. The Holder agrees to furnish any additional information requested by the Company or any of its affiliates
to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Securities.


 


5.6       Restricted
Securities. The Holder understands that the Securities have not been, and will not be, registered under the Securities Act
or state securities laws, by reason of specific exemptions from the registration provisions thereof which depend upon, among other
things, the bona fide nature of the investment intent and the accuracy of the Holder's representations as expressed herein. The
Holder understands that the Securities are “restricted securities” under U.S. federal and applicable state securities
laws and that, pursuant to these laws, the Holder must hold the Securities indefinitely unless they are registered with the Securities
and Exchange Commission (“SEC”) and registered or qualified by state authorities, or an exemption from such
registration and qualification requirements is available. The Holder acknowledges that the Company has no obligation to register
or qualify the Securities for resale and further acknowledges that, if an exemption from registration or qualification is available,
it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for
the Securities, and on requirements relating to the Company which are outside of the Holder's control, and which the Company is
under no obligation, and may not be able, to satisfy.


 


5.7       No
General Solicitation. The Holder, and its officers, directors, employees, agents, stockholders or partners have not either
directly or indirectly, including through a broker or finder solicited offers for or offered or sold the Securities by means of
any form of general solicitation or general advertising within the meaning of Rule 502 of Regulation D under the Securities Act
or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. The Holder acknowledges
that neither the Company nor any other person offered to sell the Securities to it by means of any form of general solicitation
or advertising within the meaning of Rule 502 of Regulation D under the Securities Act or in any manner involving a public offering
within the meaning of Section 4(a)(2) of the Securities Act.


 


5.8       Residence.
If the Holder is an individual, then the Holder resides in the state or province identified in the address shown on the Holder's
signature page hereto. If the Holder is a partnership, corporation, limited liability company or other entity, then the Holder's
principal place of business is located in the state or province identified in the address shown on the Holder's signature page
hereto.


 



    	 	7	 



    


    

 


6.       Events
of Default; Remedies.


 


6.1       Events
of Default.The occurrence of any of the following circumstances shall be an event of default (“Event of Default”):


 


(a)       The
breach or default by the Company of any of its obligations under this Note.


 


(b)       The
Company commences any case, proceeding or other action (i) under any existing or future law relating to bankruptcy, insolvency,
reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate
it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition
or other relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator or
other similar official for it or for all or any substantial part of its assets, or the Company makes a general assignment for
the benefit of its creditors.


 


(c)       An
involuntary petition is filed against the Company under any bankruptcy statute now or hereafter in effect, or a custodian, receiver,
trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control
of any property of the Company which (i) results in the entry of an order for relief or any such adjudication or appointment or
(ii) remains undismissed, undischarged or unbonded for a period of sixty (60) days.


 


(d)       The
failure of the Company to timely file with the Securities Exchange Commission (the “SEC”) all such filings, reports
information statements, forms, correspondences and schedules required to be filed by it pursuant to the Exchange Act (the “SEC
Filings”), which results in the Company not being current with its SEC Filings.


 


6.2Remedies.Upon
the occurrence and during the continuance of an Event of Default, the Holder may, by written notice thereof provided to the Company,
declare the entire outstanding principal amount and all interest accrued and unpaid on the Note to be, and the Note shall thereupon
become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived. No course of dealing on the part of the Holder nor any delay or failure on the part of the Holder to exercise
any right shall operate as a waiver of such right or otherwise prejudice such holders’ rights, powers and remedies. In addition
to the foregoing remedies, upon the occurrence of and during the continuance of any Event of Default, the Holder may elect to
exercise any other right, power or remedy permitted by law, either by suit in equity or by action at law, or both.


 


7.       Miscellaneous.


 


7.1       Successors
and Assigns. Except as otherwise provided herein, the terms and conditions of this Note will inure to the benefit of, and
be binding upon, the respective successors and assigns of the parties; provided, however, that the Company may not assign its
obligations under this Note without the written consent of the Holder. This Note is for the sole benefit of the parties hereto
and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or will confer upon
any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this
Note.


 



    	 	8	 



    


    

 


7.2       Governing
Law. This Note will be governed by and construed in accordance with the internal laws of the State of Delaware without giving
effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).


 


7.3       Counterparts.
This Note may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed
to be one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and
any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


7.4       Titles
and Subtitles. The titles and subtitles used in this Note are included for convenience only and are not to be considered in
construing or interpreting this Note.


 


7.5       Notices.
All notices and other communications given or made pursuant hereto will be in writing and will be deemed effectively given: (a)
upon personal delivery to the party to be notified; (b) when sent by email or confirmed facsimile; (c) five (5) days after having
been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications
will be sent to the respective parties at the addresses shown on the signature pages hereto (or to such email address, facsimile
number or other address as subsequently modified by written notice given in accordance with this Section 7.5).


 


7.6       No
Finder's Fee. Each party represents that it neither is nor will be obligated to pay any finder's fee, broker's fee or commission
in connection with the transactions contemplated by this Note. The Holder agrees to indemnify and to hold the Company harmless
from any liability for any commission or compensation in the nature of a finder's or broker's fee arising out of the transactions
contemplated by this Note (and the costs and expenses of defending against such liability or asserted liability) for which
the Holder or any of its officers, employees or representatives is responsible. The Company agrees to indemnify and hold the Holder
harmless from any liability for any commission or compensation in the nature of a finder's or broker's fee arising out of
the transactions contemplated by this Note (and the costs and expenses of defending against such liability or asserted liability)
for which the Company or any of its officers, employees or representatives is responsible.


 


7.7       Expenses.
Each party will pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance
of this Note.


 


7.8       Attorneys'
Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Note, the prevailing party
will be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such
party may be entitled.


 



    	 	9	 



    


    

 


7.9       Entire
Agreement; Amendments and Waivers. This Note constitutes the full and entire understanding and agreement between the parties
with regard to the subject hereof. Any term of this Note may be amended and the observance of any term may be waived (either generally
or in a particular instance and either retroactively or prospectively) with the written consent of the Company and the Holder.
Any waiver or amendment effected in accordance with this Section 7.9 will be binding upon each future holder of this Note
and the Company.


 


7.10       Severability.
If one or more provisions of this Note are held to be unenforceable under applicable law, such provisions will be excluded from
this Note and the balance of the Note will be interpreted as if such provisions were so excluded and this Note will be enforceable
in accordance with its terms.


 


7.11       Transfer
Restrictions.


 


THIS
NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT. THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED
UNDER THE ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE ACT.


 


7.12       Acknowledgment.
For the avoidance of doubt, it is acknowledged that the Holder will be entitled to the benefit of all adjustments in the number
of shares of the Company's capital stock as a result of any splits, recapitalizations, combinations or other similar transactions
affecting the Company's capital stock underlying the Conversion Shares that occur prior to the conversion of this Note.


 


7.13       Further
Assurances. From time to time, the parties will execute and deliver such additional documents and will provide such additional
information as may reasonably be required to carry out the terms of this Note and any agreements executed in connection herewith.


 


7.14       Limitation
on Interest. In no event will any interest charged, collected or reserved under this Note exceed the maximum rate then permitted
by applicable law, and if any payment made by the Company under this Note exceeds such maximum rate, then such excess sum will
be credited by the Holder as a payment of principal.


 


7.15       Officers
and Directors not Liable. In no event will any officer or director of the Company be liable for any amounts due and payable
pursuant to this Note.


 



    	 	10	 



    


    

 


7.16       Approval.
The Company hereby represents that its board of directors, in the exercise of its fiduciary duty, has approved the Company's execution
of this Note based upon a reasonable belief that the principal provided hereunder is appropriate for the Company after reasonable
inquiry concerning the Company's financing objectives and financial situation. In addition, the Company hereby represents that
it intends to use the principal of this Note primarily for the operations of its business, and not for any personal, family or
household purpose.


 


7.17       Waiver
of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS NOTE, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING
OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT
LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS.
EACH PARTY HERETO HEREBY FURTHER REPRESENTS AND WARRANTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND
THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.


 


[signature
pageS follow]


 




    	 	11	 



    


    

 


IN
WITNESS WHEREOF, the Company has executed this Note as of the first date written above.


 





	 	MINN
SHARES INC.
	 	 	 
	 	By:	/s/ Richard E. Gilbert 
	 	Name:	Richard E. Gilbert
	 	Title:	Chief Executive Officer
	 	 	 
	 	Address:
	 	
	 	Minn
Shares Inc.
	 	1624
Harmon Place, Suite 210
	 	Minneapolis,
MN 55403
	 	Attn:
Chief Executive Officer
	 	
	 	Email
Address: re@lrj.net 




 


Agreed
to and accepted:


 


	If
    an individual:	 
	 	 	 
	By:	/s/
    Richard E. Gilbert	 
	Name:	Richard
    E. Gilbert	 
	 	 
	Address:	 
	 	 
	23558
    Lidz Drive	 
	Pelican
    Rapids, MN 56572	 
	Email
    Address: re@lrrj.net	 







  





[Signature page to Convertible Note]




 




    


    


    

 


EXHIBIT
A


 


Promissory
Notes of Titan CNG LLC


 


Junior
Notes


 


	Holder	 	Issuance Date	 	 	Principal Amount	 
	Alpeter Family Limited Partnership	 	 	01/01/2015	 	 	$	263,338	 
	Brian and Renae Clark	 	 	01/01/2015	 	 	$	8,250	 
	Falcon Capital LLC	 	 	01/01/2015	 	 	$	140,645	 
	Honour Capital Partners LP	 	 	01/01/2015	 	 	$	56,015	 
	John H Honour	 	 	01/01/2015	 	 	$	42,805	 
	James Jackson	 	 	01/01/2015	 	 	$	176,221	 
	Kirk Honour	 	 	01/01/2015	 	 	$	127,108	 
	Keith and Janice Clark	 	 	01/01/2015	 	 	$	16,500	 
	Steve and Jayne Clark	 	 	01/01/2015	 	 	$	16,500	 



 


Senior
Notes


 


	Holder	 	Issuance Date	 	 	Principal Amount	 
	Red Ocean Consulting, LLC	 	 	02/29/2016	 	 	$	250,000	 
	Thomas J. Abood Revocable Trust u/a dated August 17, 2012, as amended	 	 	02/29/2016	 	 	$	250,000	 
	James Jackson	 	 	02/29/2016	 	 	$	14,117	 
	Alpeter Family Limited Partnership	 	 	02/29/2016	 	 	$	7,521	 
	David M. Leavenworth	 	 	02/29/2016	 	 	$	150,000	 
	Bonita Beach Blues, Inc.	 	 	07/26/2016	 	 	$	200,000	 
	Red Ocean Consulting, LLC	 	 	09/26/2016	 	 	$	150,000	 






 






    


    


    

 


EXHIBIT
B


 





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