Exhibit 10.1


 


 


 


 


 


 


 


ANDOVER NATIONAL
CORPORATION


 


A Delaware corporation


 


 


 


 


 


 


_________________________________


 


SUBSCRIPTION AGREEMENT


 


FOR


 


CLASS A COMMON STOCK


 


_________________________________


 


 


 


 


 


 




     


     


    

 


INSTRUCTIONS TO SUBSCRIBERS


 


ANDOVER NATIONAL CORPORATION


 


a Delaware corporation


 


Persons wishing to
subscribe for shares of Class A Common Stock, $0.001 par value (“Common Shares”) of ANDOVER NATIONAL CORPORATION,
a Delaware corporation (the “Company”) are required to complete the documents listed below as part of this Subscription
Agreement. PLEASE DO NOT REMOVE ANY OF THE DOCUMENTS.


 


1. Subscription
Agreement. Each subscriber must complete the Subscription Agreement in the following manner:


 


(a) Please read Section
A carefully; it contains representations and warranties to be made by the subscriber on which the Company will rely.


 


(b) Please read Sections
B, C, and D carefully; they contain important terms and conditions concerning your purchase and ownership of the Common Shares.


 


(c) Complete Sections
E and F by inserting the amount of your subscription and/or other information called for in those sections.


 


(d) Complete and sign
the attached signature page.


 


(e) Please read carefully
the risk factors enumerated in the reports filed by the Company under the Securities Act of 1933, as amended (the “Securities
Act”) and the Securities Exchange Act of 1934, as amended, including pursuant to Sections 12(b), 12(g), 13(a) or 15(d)
thereof (the “SEC Reports”) as well as the risks factors enumerated in Exhibit C, which contains certain
important risk factors concerning your proposed investment in the Common Shares.


 


2.       Investor
Questionnaire. Each subscriber must read carefully, complete and sign the Investor Questionnaire attached as Exhibit
A. For purposes of this offering, you must demonstrate that you meet the investor suitability standards set forth below:


 


Investor Suitability
Standards


 


Investment in the Company
involves certain risks and is suitable only for persons of adequate financial means who have no need for liquidity with respect
to this investment and who can afford the risk of a complete loss of their investment.


 




     


     


    

 


Each investor must
be, and must represent and warrant to the Company, that such investor is an Accredited Investor as defined in the Securities Act.
“Accredited Investors” as defined in the Securities Act are those who, at the time of the sale of the Common
Shares, fall within certain categories enumerated in Rule 501(a) of Regulation D promulgated under the Securities Act, including
any of the following:


 


		(a)	Any individual who had an individual income in excess of $200,000 (or joint income with his or
her spouse of $300,000) in the last two years and who reasonably expects an individual income in excess of $200,000 (or such joint
income in excess of $300,000) in the current year. For purposes of this offering, individual and joint income shall equal adjusted
gross income, as reported in the investor’s federal tax return (less, for individual income only, any income attributed to
a spouse or to property owned by a spouse) and increased by the following amounts (but not, for individual income only, any amounts
attributable to a spouse or to property owned by a spouse): (i) the amount of any tax exempt interest received; (ii) the amount
of losses claimed as a limited partner in a limited partnership; (iii) any deduction claimed for depletion; (iv) amounts contributed
to an IRA or Keogh retirement plan; (v) alimony paid; and (vi) any amount by which income for long-term capital gains has been
reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code of 1986, as
amended (the “Code”);



 


		(b)	Any individual whose individual net worth, or joint net worth with that individual’s spouse,
exceeds $1,000,000 (excluding the value of their primary residence);



 


		(c)	Any bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association
or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;
any broker or dealer registered pursuant to Section 15 of the Securities Exchange defined in Section 2(13) of the Securities Act;
any investment company registered under the Investment Company Act of 1940, as amended, or a business development company as defined
in Section 2(a)(48) of the Securities Act; any Small Business Investment Company licensed by the U.S. Small Business Administration
under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended; any employee benefit plan within the meaning
of Title 1 of the Employee Retirement Income Security fiduciary, as defined in Section 3(21) of ERISA, that is either a bank, savings
and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in
excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;



 


		(d)	Any private business development company as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940;



 


		(e)	Any organization described in Section 501(c)(3) of the Code, a business trust, or partnership with
assets in excess of $5,000,000 not specifically formed for the purpose of investing in the Company;



 


		(f)	Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring
the securities offered, whose purchase is directed by a sophisticated person as described in Section 230.506(b)(2)(ii) of the Securities
Act; or



 




    ii


     


    

 


		(g)	Any entity, all of whose equity owners are accredited investors.



 


Each investor must
also make certain additional representations to the general effect that such investor:


 


		(a)	does not have an overall commitment to investments that are not readily marketable that is disproportionate
to his or her net worth, and that his or her investment in the Company will not cause such overall commitment to become excessive;



 


		(b)	has adequate net worth and means of providing for his or her current needs and personal contingencies
to sustain a complete loss of his or her investment in the Company at the time of investment, and has no need for liquidity in
his or her investment in the Company;



 


		(c)	is acquiring Common Shares for his or her own account, for investment only, and not with a view
toward resale or distribution;



 


		(d)	is aware that he, she, or it may not be able to liquidate his, her, or its investment in the event
of emergency or for any other reason because the transferability of Common Shares will be subject to restrictions on resales imposed
by the Securities Act and the securities laws of certain states; and



 


		(e)	understands that an investment in the Common Shares involves substantial risks and that he, she,
or it is fully cognizant of an understands all of the risk factors relating to a purchase of the Shares, including, without limitation,
those risks set forth in the SEC Reports and in Exhibit C attached hereto.



 


In addition, an investment
in the Company must not exceed ten percent (10%) of an investor’s net worth.


 


The Company, in its
sole discretion, reserves the right to reject subscriptions from those who meet the suitability requirements or to accept subscriptions
from subscribers who do not meet all of the above suitability standards but who are otherwise qualified to purchase Common Shares.


 


Please follow the
instructions to the Investor Questionnaire. If you have questions concerning any of the information called for, you may ask
your lawyer, accountant or the Company for assistance.


 


3. “Bad
Actor” Questionnaire. If applicable, subscribers must read carefully, complete and sign the “Bad Actor”
Questionnaire attached as Exhibit B.


 


Rule 506 of Regulation
D promulgated under the Securities Act, provides an exemption from the registration requirements of the Securities Act for offerings
made to “Accredited Investors.” That exemption, however, is not available where any person participating in the offering
is disqualified due to specified past misconduct. The “Bad Actor” Questionnaire aims to determine whether any person
responsible for the Offering (as defined in the Subscription Agreement) described is so disqualified. The Company and its counsel
will rely on your answers in determining whether an exemption is available for the Offering.


 




    iii


     


    

 


Please follow the
instructions to the “Bad Actor” Questionnaire. If you have questions concerning any of the information called for,
you may ask your lawyer, accountant, or the Company for assistance.


 


4. Wire
Transfer. Please wire transfer the funds to the following account:


 


	Bank Name	 	
	Routing Instructions	 	 
	SWIFT Code:	 	 
	Account Information	 	 
	Reference Information	 	 


 




    iv


     


    

 


SUBSCRIPTION AGREEMENT


 





 



 


ANDOVER NATIONAL CORPORATION


 


Andover National Corporation


333 Avenue of Americas,
Suite 2000


Miami, Florida 33131-2185


 


Ladies and Gentlemen:


 


The undersigned hereby
applies to acquire shares of Class A Common Stock, $0.001 par value (“Common Shares”), of ANDOVER NATIONAL CORPORATION,
a Delaware corporation (the “Company”), in accordance with the terms of this Subscription Agreement, with respect
to the offering by the Company (the “Offering”) of up to 2,272,727 Common Shares at a price of $11.00 per share,
for an aggregate offering of up to $25,000,000.


 


Subject to the terms
and conditions of this Subscription Agreement, the undersigned (i) hereby subscribes for the Common Shares indicated on the signature
page hereof for the dollar amount indicated thereon; and (ii) hereby tenders an executed Subscription Agreement together with the
undersigned’s completed Investor Questionnaire attached hereto as Exhibit A and, if applicable, the undersigned’s
completed “Bad Actor” Questionnaire attached hereto as Exhibit B.


 


This subscription
is irrevocable (except as may otherwise be provided herein) but may be rejected by the Company in its sole discretion.


 


INSTRUCTIONS


 


Please complete the
Subscription Agreement in the following manner:


 


1. Please read Section
A carefully; it contains representations and warranties to be made by the subscriber on which the Company will rely.


 


2. Please read Sections
B, C, and D carefully; they contain important terms and conditions concerning your purchase and ownership of the Common Shares.


 


3. Complete Sections
E and F by inserting the amount of your subscription and/or other information called for in those sections.


 


4. Complete and sign
the signature page.


 


5. Please read carefully
the risk factors enumerated in the reports filed by the Company under the Securities Act of 1933, as amended (the “Securities
Act”) and the Securities Exchange Act of 1934, as amended, including pursuant to Sections 12(b), 12(g), 13(a) or 15(d)
thereof (the “SEC Reports”) as well as the risks factors enumerated in Exhibit C, which contains certain
important risk factors concerning your proposed investment in the Common Shares.


 




     


     


    

 


A. Representations
and Warranties of the Investor. The undersigned investor acknowledges, represents, warrants and agrees as follows:


 


1. The undersigned
has received, thoroughly read, and understands this Subscription Agreement. The undersigned acknowledges that all documents, records,
and books pertaining to this investment have been made available for inspection by the undersigned, his, her, or its attorney and/or
his, her, or its accountant. The undersigned and/or his, her, or its advisor(s) have had a reasonable opportunity to ask questions
of and receive answers from the Company or a person or persons acting on its behalf, concerning the terms and conditions of the
Offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense. All
such questions have been answered to the full satisfaction of the undersigned. No oral representations have been made or oral information
furnished to the undersigned or his, her, or its advisor(s) upon which the undersigned has relied in connection with the Offering.


 


2. The undersigned
(a) is qualified by his, her or its knowledge and experience in financial and business matters to evaluate the merits and risks
of an investment in the Common Shares and to make an informed decision relating thereto, (b) has adequate means of providing for
his, her or its current needs and possible personal contingencies, (c) has no need for liquidity in this investment, (d) is able
to bear the substantial economic risks of an investment in the Company for an indefinite period, (e) at the present time, can afford
a complete loss of such investment, and (f) does not have an overall commitment to investments that are not readily marketable
that is disproportionate to the undersigned’s net worth, and the undersigned’s investment in the Company will not cause
such overall commitment to become excessive.


 


3. The undersigned
is an “accredited investor” (as set forth in the Investor Questionnaire accompanying this Subscription Agreement) and
the undersigned’s total investment in the Company does not exceed ten percent (10%) of the undersigned’s net worth
or joint net worth with the undersigned’s spouse.


 


4. The undersigned
understands that the investment in the Company involves substantial risks and acknowledges that he, she, or it is fully cognizant
of and understands all of the risk factors relating to the purchase of the Common Shares, including, without limitation, those
risks set forth in the SEC Reports and in Exhibit C attached hereto.


 


5. The undersigned
understands that the Common Shares are “restricted securities” and have not been registered under the Securities Act
or any applicable state securities law and is acquiring the Common Shares as principal for its own account and not with a view
to or for distributing or reselling such Common Shares or any part thereof in violation of the Securities Act or any applicable
state securities law, has no present intention of distributing any of such Common Shares in violation of the Securities Act or
any applicable state securities law, and has no direct or indirect arrangement or understandings with any other persons to distribute
or regarding the distribution of such Common Shares in violation of the Securities Act or any applicable state securities law.
The undersigned is acquiring the Common Shares hereunder in the ordinary course of his, her or its business.


 


6. The undersigned
understands that the Common Shares have not been registered with or reviewed by the United States Securities and Exchange Commission
(“SEC”) and have not been filed with or reviewed by any state securities administrators because of the private
or limited nature of the Offering.


 




    2


     


    

 


7. The undersigned
understands that neither the Offering nor the sale of the Common Shares has been registered under the Securities Act in reliance
upon an exemption therefrom. The undersigned understands that the Common Shares must be held indefinitely unless the sale or other
transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. The undersigned
further understands that the Company is under no obligation to register the Common Shares on his, her or its behalf or to assist
him, her, or it in complying with any exemption from registration.


 


8. All information
that the undersigned has provided to the Company in the Investor Questionnaire and “Bad Actor” Questionnaire or otherwise
concerning himself, herself or itself, his, her, or its residency, investor status, financial position and knowledge and experience
in financial, tax, and business matters is correct and complete as of the date set forth at the end hereof, and if there should
be any adverse change in such information prior to acceptance of his, her or its subscription, the undersigned will immediately
provide the Company with such information.


 


9. The undersigned,
if a corporation, partnership, limited liability company, trust, or other entity, is authorized and otherwise duly qualified to
purchase and hold the Common Shares; such entity has its principal place of business as set forth on the signature page hereof;
and, such entity has not been formed for the specific purpose of acquiring Common Shares.


 


10. The execution and
performance hereof violates no order, judgment, injunction, agreement, or controlling document to which the undersigned is bound.
If an entity, (i) the undersigned is duly organized, validly existing, and in good standing under the laws of the jurisdiction
in which it has been formed; (ii) the undersigned has the right and power under its organizational documents to execute, deliver,
and perform its obligations hereunder; (iii) this Subscription Agreement has been duly authorized by all necessary action on the
part of all officers, directors, partners, stockholders, and trustees, and will not violate any agreement to which the undersigned
is a party; and (iv) the individual executing and delivering this Subscription Agreement has the requisite right, power, capacity,
and authority to do so on behalf of its organization.


 


11. The undersigned
represents and warrants that: (i) the undersigned has a prior substantial pre-existing relationship with the Company, the undersigned
is not investing in the Offering in connection with or as a result of any registration statement on Form S-1, filed with the SEC
by the Company, and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising,
and in connection therewith, the undersigned did not (A) receive or review any advertisement, article, notice, or other communication
published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally
available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation
or general advertising; or (C) observe any website or filing of the Company with the SEC in which any offering of securities by
the Company was described and as a result learned of any offering of securities by the Company.


 




    3


     


    

 


12. The undersigned
understands and agrees that the Company, in its sole discretion, reserves the right to accept or reject this or any other subscription
for Common Shares, in whole or in part.


 


B. Representations
and Warranties of the Company.


 


1. The Company is a
corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the
requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted,
to execute and deliver this Subscription Agreement, to issue and sell the Common Shares, and to perform its obligations pursuant
to this Subscription Agreement and the Company’s certificate of incorporation, as amended to date (the “Certificate
of Incorporation”). The Company is presently qualified to do business as a foreign corporation in each jurisdiction where
the failure to be so qualified could reasonably be expected to have a material adverse effect on the Company’s financial
condition or business as now conducted (a “Material Adverse Effect”).


 


2. The Common Shares,
when issued and delivered and paid for in compliance with the provisions of this Subscription Agreement, will be validly issued,
fully paid, and nonassessable. The Common Shares will be free of any liens or encumbrances, other than any liens or encumbrances
created by or imposed upon the investors; provided, however, that the Common Shares are subject to restrictions on
transfer under federal and/or state securities laws and as set forth herein.


 


3. All corporate action
on the part of the Company and its directors, officers, and stockholders necessary for the authorization, execution, and delivery
of the Subscription Agreement by the Company, the authorization, sale, issuance, and delivery of the Common Shares, and the performance
of all of the Company’s obligations under the Subscription Agreement has been taken or will be taken prior to the issuance
of the Common Shares. This Subscription Agreement, when executed and delivered by the Company, shall constitute valid and binding
obligations of the Company, enforceable in accordance with their terms, except (i) as limited by laws of general application relating
to bankruptcy, insolvency, and the relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive
relief, or other equitable remedies and by general principles of equity.


 


4. The Company has
good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject
to no material mortgage, pledge, lien, lease, encumbrance, or charge, other than (i) liens for current taxes not yet due and payable,
(ii) liens imposed by law and incurred in the ordinary course of business for obligations not past due, (iii) liens in respect
of pledges or deposits under workers’ compensation laws or similar legislation, and (iv) liens, encumbrances, and defects
in title which do not in any case materially detract from the value of the property subject thereto or have a Material Adverse
Effect, and which have not arisen otherwise than in the ordinary course of business.


 




    4


     


    

 


5. The Company is not
in violation of any material term of its Certificate of Incorporation or bylaws, as amended to date (the “Bylaws”),
or, to the Company’s knowledge, in any material respect of any term or provision of any material indebtedness, contract or
agreement to which it is party which would have a Material Adverse Effect. To the Company’s knowledge, the Company is not
in violation of any federal or state statute, rule, or regulation applicable to the Company the violation of which would have a
Material Adverse Effect. The execution and delivery of this Subscription Agreement by the Company, the performance by the Company
of its obligations pursuant to this Subscription Agreement, and the issuance of the Common Shares, will not result in any material
violation of, or materially conflict with, or constitute a material default under each of the Certificate of Incorporation or Bylaws.


 


The foregoing representations
and warranties are true and accurate as of the date hereof and shall be true and accurate as of the date of the Company’s
execution of the signature page hereof. If those representations and warranties shall not be true and accurate in all material
respects prior to the Company’s execution of the signature page hereof, the Company shall immediately give written notice
to the undersigned specifying which representation and warranties are not so true and accurate in all material respects and the
reason therefor.


 


C. Restrictions on
Transfer and Additional Agreements.


 


1. Securities Laws.
The Common Shares have not been registered under the Securities Act nor under any state securities laws and unless so registered
may not be transferred, sold, pledged, hypothecated, or otherwise disposed of unless an exemption from such registration is available.
Such transfer may be made only, if requested by the Company, upon receipt by the Company of an opinion of counsel to the undersigned,
reasonably acceptable to the Company, to the effect that the proposed transfer will not violate the provisions of the Securities
Act, or the rules and regulations promulgated under such act.


 


2. Indemnity.
The undersigned acknowledges that the undersigned understands the meaning and legal consequences of this Section C, and the undersigned
hereby agrees to indemnify and hold harmless the Company, its representatives, and each officer and director thereof from and against
any and all loss, damage, or liability (including all attorneys’ fees and costs incurred in enforcing this indemnity provision)
due to or arising out of (a) the inaccuracy of any representation or the breach of any warranty of the undersigned contained in,
or any other breach of, this Subscription Agreement, (b) any transfer of the Common Shares in violation of the Securities Act or
the securities or “blue sky” laws of any state or other jurisdiction, or the rules and regulations promulgated under
such act or laws, (c) any transfer of the Common Shares not in accordance with this Subscription Agreement, or (d) any untrue statement
or omission to state any material fact in connection with the representations and warranties of the investor or with respect to
the facts and representations supplied by the undersigned to counsel to the Company upon which its opinion as to a proposed transfer
shall have been based.


 


3. Legend and Stop
Transfer Orders. Unless the Common Shares have been registered under the Securities Act, upon the issuance of the Common Shares,
the Company shall instruct its transfer agent to enter stop transfer orders with respect to such Common Shares and all certificates
representing the Common Shares shall bear on the face thereof substantially the following legend, and any other legend deemed appropriate
by counsel to the Company:


 


“The Shares
represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any state law and,
except pursuant to an effective registration statement under such Act and other laws, may not be offered, sold, transferred, or
otherwise disposed of without an opinion of counsel, satisfactory to the Company, that such disposition may be made without such
registration.”


 




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D. Miscellaneous.


 


1. The undersigned
agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s
or broker’s fee arising out of this Offering (and the costs and expenses of defending against such liability or asserted
liability) for which the undersigned or any of its representatives is responsible.


 


2. The undersigned
agrees not to transfer or assign this Subscription Agreement, or any of the undersigned’s interest herein, and further agrees
that the transfer or assignment of the Common Shares acquired pursuant hereto shall be made only in accordance with the conditions
and restrictions contained herein, and in all applicable laws and regulations.


 


3. All statements,
representations, warranties, covenants, and agreements in this Subscription Agreement shall be binding on the parties hereto and
shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Subscription
Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall
be regarded as a third-party beneficiary of this Subscription Agreement.


 


4. The undersigned
agrees that the undersigned may not cancel, terminate, or revoke this Subscription Agreement or any agreement of the undersigned
made hereunder, except as otherwise specifically provided herein, and that this Subscription Agreement shall survive the death
or disability of the undersigned and shall be binding upon the undersigned’s heirs, executors, administrators, successors,
and assigns.


 


5. Any of the representations,
warranties, acknowledgments, or agreements made herein by the undersigned notwithstanding, the undersigned does not hereby or in
any other manner waive any rights granted to the undersigned under federal or state securities laws.


 


6. This Subscription
Agreement constitutes the entire agreement between the Company and the undersigned with respect to the subject matter hereof and
may be amended only by a writing executed by the Company and the undersigned.


 


7. This Subscription
Agreement shall be enforced, governed, and construed in all respects in accordance with the laws of the State of Delaware, without
regard to conflict of laws provisions that would require the application of the laws of another jurisdiction, and the securities
laws of the United States of America.


 


8. Within ten (10)
business days after receipt of a written request from the Company, the undersigned agrees to provide such information and to execute
and deliver such documents as reasonably may be necessary to comply with any and all laws, rules, and regulations to which the
Company is subject.


 




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9. The representations
and warranties of the undersigned set forth herein shall survive the sale of the Common Shares pursuant to this Subscription Agreement.


 


10. Any notice or other
communication given hereunder shall be in writing and sent (a) by email (receipt confirmed), (b) by a recognized overnight delivery
service (charges prepaid), or (c) by messenger, addressed to ANDOVER NATIONAL CORPORATION, 333 Avenue of the Americas, Suite 2000,
Miami, Florida 33131-2185, Attention: Investor Relations, Email: IR@andovernational.com, with a copy to Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., 666 Third Avenue, New York, New York 10017, Attention: Kenneth R. Koch, Esq and Daniel A. Bagliebter,
Esq., Email: krkoch@mintz.com and dabagliebter@mintz.com. Notices shall be deemed given only when received.


 


11. The terms and provisions
of this Subscription Agreement may be waived, or consent for the departure therefrom granted, only by written document executed
by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute
a waiver or consent with respect to any other terms or provisions of this Subscription Agreement, whether or not similar. Each
such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not
constitute a continuing waiver or consent.


 


12. The parties hereto
acknowledge and agree that: (i) each party has had the opportunity to have counsel review the terms and provisions of this Subscription
Agreement; (ii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be
employed in the interpretation of this Subscription Agreement; and (iii) the terms and provisions of this Subscription Agreement
shall be construed fairly as to the parties hereto and not in favor of or against any party, regardless of which party was generally
responsible for the preparation of this Subscription Agreement. Whenever used herein, the singular number shall include the plural,
the plural shall include the singular, the use of any gender shall include all persons.


 


13. The headings and
captions of the various subdivisions of this Subscription Agreement are for convenience of reference only and shall in no way modify
or affect the meaning or construction of any of the terms or provisions hereof.


 


14. Each of the parties
hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers, or others engaged by
such party) in connection with this Subscription Agreement and the transactions contemplated hereby whether or not the transactions
contemplated hereby are consummated.


 


15. This Subscription
Agreement may be executed in counterparts. Upon the execution and delivery of this Subscription Agreement by the undersigned, this
Subscription Agreement shall become an irrevocable binding obligation of the undersigned with respect to the purchase of Common
Shares as herein provided, except as may otherwise be provided herein, subject, however, to the right hereby reserved to the Company
to enter into the same agreements with other investors.


 


[Remainder of page intentionally
left blank]


 




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E. Subscription.


 


The undersigned hereby
subscribes for _________________ Common Shares in the Company for an aggregate purchase price of $_________________ ($11.00 per
share) in accordance with the terms of the Subscription Agreement.


 


F. Form of Ownership.
Please indicate the form of ownership you desire.


 


	_______	 	Individual or entity or trust (one signature required, unless otherwise required by organization documents)
	 	 	 
	_______	 	Joint Tenants with right of survivorship (both parties must sign) Tenants-in-Common (all parties must sign)
	 	 	 
	_______	 	Community Property (one signature required if Common Shares held in one name, i.e., ranging spouse; two signatures required if Common Shares are held in both names)


 


__________________________________________________


Please PRINT here the
exact name(s) in which you wish the Common Shares registered.


 


__________________________________________________


 


	 	ACCEPTED
	 	 
	 	ANDOVER NATIONAL CORPORATION
	 	 
	 	By:	                                   
	 	 	 
	 	Name: 	 
	 	 	 
	 	Title:	 


 


Dated: ______________________,
2019


 




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SIGNATURE PAGE TO SUBSCRIPTION
AGREEMENT


 


FOR INDIVIDUALS


 


If the Common Shares
are to be owned by joint tenants or tenants-in-common, all tenants must sign. If the Common Shares are to be owned as community
property, one signature is required if they are to be held in one name and two signatures are required if they are to be held in
both names.


 


	Investor #1	 	Investor #2
	 	 	 
	 	 	 
	Signature	 	Signature
	 	 	 
	 	 	 
	Social Security Number	 	Social Security Number
	 	 	 
	 	 	 
	Print Name	 	Print Name
	 	 	 
	 	 	 
	E-mail Address	 	E-mail Address
	 	 	 
	Residence Address:	 	Residence Address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Executed at:	 	Executed at:
	 	 	 
	 	 	 
	City	 	City
	 	 	 
	This ___ day of ______________, 2019	 	This ___ day of ______________, 2019


 


Mailing Address


(if different from residence
address):


 


	 	 
	 	 
	 	 



 



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SIGNATURE PAGE TO SUBSCRIPTION
AGREEMENT


 


FOR CORPORATE INVESTORS


 


Note: An
officer duly authorized to bind the corporation must sign and include copies of the corporation’s articles or certificate
of organization or incorporation and bylaws (and any amendments) and corporate resolutions or other documents authorizing the officer
to sign on behalf of the corporation, which copies must be certified by the corporate secretary or clerk as true and correct.


 


______________________________________


Exact Name of Corporation
(please print or type)


 


	By:  	 	 
	 	Signature of Authorized Officer	 


 


______________________________________


Signing Officer’s
Name and Title (please print or type)


 


	Taxpayer Identification No.:  	 	 
	 	 	 
	E-mail Address:	 	 
	 	 	 
	Address of Principal	 	 
	Corporate Offices:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Mailing Address:	 	 
	(if different):	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Attention:_________________	 


 


Executed at _______________________,
____________________


City                                        State


 


This ______ day of _____________,
2019.


 




    10


     


    

 


SIGNATURE PAGE TO SUBSCRIPTION
AGREEMENT


 


FOR PARTNERSHIP/LIMITED
LIABILITY COMPANY INVESTORS


 


Note: A partner,
manager or member duly authorized to bind the partnership or limited liability company must sign.


 


______________________________________


Exact Name of Corporation
(please print or type)


 


	By:		
	 	Signature of Authorized General Partner/Manager/Member	 


 


__________________________________________________________________


Name and Title of Signing
General Partner/Manager/Member (please print or type)


 


	Taxpayer Identification No.:  	 	 
	 	 	 
	E-mail Address:	 	 
	 	 	 
	Principal Business Offices:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	Mailing Address:	 	 
	(if different):	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Attention:__________________	 


 


Executed at _______________________,
____________________


City                                        State


 


This ______ day of _____________,
2019.


 




    11


     


    

 


EXHIBIT A


 


INVESTOR QUESTIONNAIRE


 




    A-1


     


    

 


EXHIBIT B


 


“BAD ACTOR”
QUESTIONNAIRE


 




    B-1


     


    

 


EXHIBIT C


 


RISK FACTORS


 




 


C-1