Exhibit
10.5




 


THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT. THE SECURITIES PURCHASED HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE UNDER A LIMITED LIABILITY
COMPANY AGREEMENT AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS
PURSUANT TO REGISTRATION OR EXEMPTION FROM REQUIREMENTS THEREUNDER.


 


EVO
Transportation & Energy Services, Inc.


 


SUBSCRIPTION
AGREEMENT


 


This
Subscription Agreement (this “Agreement”) is made as of June 1, 2018 between EVO Transportation & Energy
Services, Inc., a Delaware corporation (the “Company”) and Billy (“Trey”) Peck Jr. (the “Subscriber”).


 


On
the date hereof, the Subscriber and the Company entered into that certain Equity Purchase Agreement (the “Purchase Agreement”),
pursuant to which Subscriber agreed to sell to the Company all of the equity interests of Thunder Ridge Transport, Inc.


 


Pursuant
to the terms of the Purchase Agreement, Subscriber is willing to purchase, and the Company is willing to issue and sell to the
Subscriber, the number of shares of common stock of the Company (the “Common Stock”) and warrants to purchase
Common Stock (the “Warrants,” and together with the Common Stock and the shares of Common Stock underlying
the warrants, the “Securities”) set forth on Exhibit A hereto, all on the terms and subject to the conditions
set forth herein and in the Purchase Agreement.


 


1. Subscription
and Purchase Price


 


(a) Subscription.
On the terms and subject to the conditions set forth herein and in the Purchase Agreement, the undersigned hereby subscribes for
and agrees to purchase the Securities set forth on Exhibit A hereto.


 


The
Subscriber understands and agrees that, subject to applicable laws, by executing this Agreement, he, she or it is entering into
a binding agreement.


 


3. Investor’s
Representations, Warranties and Agreements


 


The
undersigned hereby acknowledges, agrees with and represents and warrants to the Company and its affiliates, as follows:


 


(a) The
undersigned has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized,
if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.


 






     

     


    

 


(b) The
undersigned acknowledges his, her or its understanding that the offering and sale of the Securities is intended to be exempt from
registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(a)(2)
of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance
thereof, the undersigned represents and warrants to the Company and its affiliates as follows:


 


(i) The
undersigned is acquiring the Securities solely for the undersigned’s own beneficial account, for investment purposes, and
not with view to, or resale in connection with, any distribution of the Securities;


 


(ii) The
undersigned has the financial ability to bear the economic risk of his, her or its investment, has adequate means for providing
for their current needs and contingencies, and has no need for liquidity with respect to the investment in the Company;


 


(iii) The
undersigned and the undersigned’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively,
“Advisors”), have received all documents requested by the undersigned or Advisors, if any, and have carefully
reviewed them and understand the information contained therein, prior to the execution of this Agreement; and


 


(iv)The
undersigned (together with his, her or its Advisors, if any) has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of the prospective investment in the Securities. If other than an individual,
the undersigned also represents it has not been organized solely for the purpose of acquiring the Securities.


 


(c) The
information in the Investor Questionnaire (attached as Appendix A) completed and executed by the undersigned (the “Investor
Questionnaire”) is true and accurate in all respects, and the undersigned is an “accredited investor,” as
that term is defined in Rule 501(a) of Regulation D.


 


(d) The
undersigned has relied on the advice of, or has consulted with, only his, her or its Advisors. Each Advisor, if any, is capable
of evaluating the merits and risks of an investment in the Securities, and each Advisor, if any, has disclosed to the undersigned
in writing (a copy of which is annexed to this Agreement) the specific details of any and all past, present or future relationships,
actual or contemplated, between the Advisor and the Company or any affiliate thereof.


 


(e) The
undersigned represents, warrants and agrees that he, she or it will not sell or otherwise transfer the Securities without registration
under the Securities Act or an exemption therefrom, and fully understands and agrees that the undersigned must bear the economic
risk of his, her or its purchase because, among other reasons, the Securities have not been registered under the Securities Act
or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless
they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption
from such registration is available. In particular, the undersigned is aware that the Securities are “restricted securities,”
as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant
to Rule 144 unless all of the conditions of Rule 144 are met. The undersigned also understands that, except as described in Section
5 of this Agreement, the Company is under no obligation to register the Securities on his, her or its behalf or to assist them
in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned
understands that any sales or transfers of the Securities are further restricted by state securities laws.


 


(g) No
representations or warranties have been made to the undersigned by the Company, other than any representations of the Company
contained herein, and in subscribing for the Securities the undersigned is not relying upon any representations other than those
contained herein.


 






    	 	2	 



     


    

 


(h) The
undersigned understands and acknowledges that his, her or its purchase of the Securities is a speculative investment that involves
a high degree of risk and the potential loss of their entire investment and has carefully read and considered the matters set
forth in the Company’s reports filed with the U.S. Securities and Exchange Commission (“SEC”), including
in particular the matters under the caption “Risk Factors” contained in the Company’s Annual Report on Form
10-K filed with the SEC on April 17, 2018.


 


(i) The
undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s
net worth, and an investment in the Securities will not cause such overall commitment to become excessive.


 


(j) The
undersigned understands and agrees that the Securities may bear substantially the following legend until (i) such Securities shall
have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has
been declared effective or (ii) in the opinion of counsel for the Company such Securities may be sold without registration under
the Securities Act, as well as any applicable “blue sky” or state securities laws:


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE
OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT
OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.


 


(k) Neither
the SEC nor any state securities commission has approved the Securities or passed upon or endorsed the merits of the offering
or confirmed the accuracy or determined the adequacy of any information provided to Subscriber. This offering has not been reviewed
by any Federal, state or other regulatory authority.


 


(l) The
undersigned and his, her or its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from
a person or persons acting on behalf of the Company concerning the offering of the Securities and the business, financial condition,
results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the
undersigned and his, her or its Advisors, if any.


 


(m) The
undersigned is unaware of, is in no way relying on, and did not become aware of the offering of the Securities through or as a
result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement
or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic
mail over the Internet, in connection with the offering and sale of the Securities and is not subscribing for Shares and did not
become aware of the offering of the Securities through or as a result of any seminar or meeting to which the undersigned was invited
by, or any solicitation of a subscription by, a person not previously known to the undersigned in connection with investments
in securities generally.


 


(n) The
undersigned has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees
or the like relating to this Agreement or the transactions contemplated hereby.


 






    	 	3	 



     


    

 


(o) The
undersigned is not relying on the Company with respect to the legal, tax, economic and related considerations of an investment
in the Securities, and the undersigned has relied on the advice of, or has consulted with, only his, her or its own Advisors.


 


(p) The
undersigned acknowledges that any estimates or forward-looking statements or projections included in the Company’s filings
with the SEC were prepared by the management of the Company in good faith, but that the attainment of any such projections, estimates
or forward-looking statements cannot be guaranteed by the Company or its management and should not be relied upon.


 


(q) No
oral or written representations have been made, or oral or written information furnished, to the undersigned or his, her or its
Advisors, if any, in connection with the offering of the Securities.


 


(r) The
undersigned agrees, acknowledges and understands that during the period commencing on the date hereof through the Company’s
public announcement of the transactions contemplated by the Purchase Agreement, the undersigned will not directly or indirectly,
through related parties, affiliates or otherwise, purchase, sell “short” or “short against the box” (as
those terms are generally understood) any equity security of the Company.


 


(s) The
foregoing representations, warranties and agreements will survive the completion of the offering.


 


4. Notices
to Subscriber


 


(a) THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD
IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF ANY INFORMATION PROVIDED TO SUBSCRIBER.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


 


(b) THE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED
UNDER THE SECURITIES ACT, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. SUBSCRIBER SHOULD
BE AWARE THAT HE MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


 


 5. Miscellaneous Provisions




 


(a) Piggy-Back
Registration. If at any time on or after June 1, 2018, the Company proposes to file any registration statement (other than
any registration on Form S-4, S-8 or any other similarly inappropriate form, or any successor forms thereto) under the Securities
Act covering a public offering of the Company’s common stock, it will notify the Subscriber at least ten (10) days prior
to each such filing and will use its best efforts to include in such Registration Statement (to the extent permitted by applicable
regulation), the Common Stock held by the Subscriber to the extent requested by the Subscriber within five (5) days after receipt
of notice of such filing (which request shall specify the shares of Common Stock intended to be sold or disposed of by the Subscriber
and describe the nature of any proposed sale or other disposition thereof); provided, however, that if a greater
number of shares of the Company’s Common Stock is offered for participation in the proposed offering than in the reasonable
opinion of the managing underwriter (if any) of the proposed offering can be accommodated without adversely affecting the proposed
offering, then the amount of Shares proposed to be offered by the Subscriber for registration, as well as the number of securities
of any other selling stockholders participating in the registration, will be proportionately reduced to a number deemed satisfactory
by the managing underwriter. The Company will bear all expenses and fees incurred in connection with the preparation, filing,
and amendment of the Registration Statement with the SEC, except that the Subscriber shall pay all fees, disbursements and expenses
of any counsel or expert retained by the Subscriber and all underwriting discounts and commissions, filing fees and any transfer
or other taxes relating to the shares of Common Stock included in the Registration Statement. The Subscriber agrees to cooperate
with the Company in the preparation and filing of any Registration Statement, and in the furnishing of information concerning
the Subscriber for inclusion therein, or in any efforts by the Company to establish that the proposed sale is exempt under the
Securities Act as to any proposed distribution.


 






    	 	4	 



     


    

 


(b)
 Modification. Neither this Agreement, nor any provisions hereof, may be waived,
modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification,
discharge or termination is sought.


 


(c) Survival.
The undersigned’s representations and warranties made in this Subscription Agreement survive the execution and delivery
of this Agreement and the delivery of the Securities.


 


(d) Notices.
Any party may send any notice, request, demand, claim or other communication hereunder to the undersigned at the address set forth
on the signature page of this Agreement or to the Company at the address set forth above using any means (including personal delivery,
expedited courier, messenger service, fax, ordinary mail or email), but no such notice, request, demand, claim or other communication
will be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change
the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other
parties written notice in the manner herein set forth.


 


(e) Binding
Effect. Except as otherwise provided herein, this Agreement is binding upon, and inures to the benefit of, the parties to
this Agreement and their heirs, executors, administrators, successors, legal representatives and assigns. If the undersigned is
more than one person or entity, the obligation of the undersigned is joint and several and the agreements, representations, warranties
and acknowledgments contained herein are deemed to be made by, and are binding upon, each such person or entity and his, her or
its heirs, executors, administrators, successors, legal representatives and assigns. This Agreement sets forth the entire agreement
and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements
and understandings of any and every nature among them.


 


(f) Assignability.
This Agreement is not transferable or assignable by the undersigned.


 


(g) Governing
Law and Venue. This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without giving
effect to conflicts of law principles. Each party to this Agreement hereby irrevocably submits to the exclusive jurisdiction and
venue of the state courts of the State of Delaware or the United States District Court located in the State of Delaware for the
purpose of any action between the parties arising in whole or in part under or in connection with this Agreement.


 


(h) Counterparts.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together
will constitute one and the same instrument.


 


[Remainder
of page left intentionally blank]





 






    	 	5	 



     


    

 


ALL
SUBSCRIBERS MUST COMPLETE THIS PAGE


 


IN
WITNESS WHEREOF, the undersigned has executed this Agreement on the 1st day of June, 2018.


  


Manner
in which Title is to be held (Please Check One):


 


	1.	☒	Individual	7.	☐	Trust/Estate/Pension
        or Profit Sharing Plan

        Date
        Opened:______________

        

	 	 	 	 	 	 
	2.	☐	Joint
    Tenants with Right of Survivorship	8.	☐	As
        a Custodian for

        ________________________________

        Under
        the Uniform Gift to Minors Act of the State of

        ________________________________

        

	3.	☐	Community
    Property	9.	☐	Married
        with Separate Property

        

	 	 	 	 	 	 
	4.	☐	Tenants
    in Common	10.	☐	Keogh

        

	 	 	 	 	 	 
	5.	☐	Corporation/Partnership/
    Limited Liability Company	11.	☐	Tenants
        by the Entirety

        

	 	 	 	 	 	 
	6.	☐	IRA	 	 	 


 


ALTERNATIVE
DISTRIBUTION INFORMATION


 


To
direct distribution to a party other than the registered owner, complete the information below. YOU MUST COMPLETE THIS SECTION
IF THIS IS AN IRA INVESTMENT.


 


Name
of Firm (Bank, Brokerage, Custodian): ___________________________________________________________


 


Account
Name: _________________________________________________________________________________


 


Account
Number: _______________________________________________________________________________


 


Representative
Name: ____________________________________________________________________________


 


Representative
Phone Number: _____________________________________________________________________


 


Address:
_______________________________________________________________________________________


 


City,
State, Zip: __________________________________________________________________________________


 


IF
MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.

INDIVIDUAL SUBSCRIBERS MUST COMPLETE THE NEXT PAGE.

SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE THE PAGE THEREAFTER.


 






    	 	6	 



     


    

 





EXECUTION
BY NATURAL PERSONS


 


	Billy
                                         Lee Peck Jr.

        Exact
        Name in Which Title is to be Held

	 
	Billy
                                         L. Peck Jr.

        
	 	

        

	Name
    (Please Print)	 	Name
    of Additional Purchaser
	 	 	 
	7563
    E Cinnabar Lane	 	 
	

        Residence:
        Number and Street
	 	

        Address
        of Additional Purchaser

	 	 	 
	Strafford,
    MO 65757	 	 
	

        City,
        State and Zip Code
	 	

        City,
        State and Zip Code

        

	 	 	 
	 	 	 
	

        Social
        Security Number
	 	

        Social
        Security Number

        

	 	 	 
	417-350-9553	 	 
	

        Telephone
        Number
	 	

        Telephone
        Number

	 	 	 
	 	 	 
	

        Fax
        Number (if available)
	 	

        Fax
        Number (if available)

	 	 	 
	Trey@trtmail.com	 	 
	

        E-Mail
	 	

        E-Mail
        (if available)

	 	 	 
	/s/
    Billy L. Peck Jr.	 	 
	

        (Signature)
	 	

        (Signature
        of Additional Purchaser)

	  

        ACCEPTED
        this 1st day of June, 2018, on behalf of the Company.

        




 





	 	By: 	/s/ Damon Cuzick
	 	 	Chief Operating Officer







 






    	 	7	 



     


    

 





EXECUTION
BY SUBSCRIBER WHICH IS AN ENTITY


(e.g.,
corporation, partnership, LLC, trust, etc.)


 


 


	_____________________________________________________________________________

        Name
        of Entity (Please Print)

         

	Date
        of Incorporation or Organization: ___________________________

         

	State
        of Principal Office: _______________________________________

         

	Federal
        Taxpayer Identification Number: _________________________

        ____________________________________________

        Office
        Address

        ____________________________________________

        City,
        State and Zip Code

        ____________________________________________

        Telephone
        Number

        ____________________________________________

        Fax
        Number (if available)

        ____________________________________________

        E-Mail
        (if available)

         

	 	By:
    _________________________________

    Name:

    Title:
	 	 
	 	_________________________________

         

        _________________________________

        Address

		 

	ACCEPTED
    this _______ day of _______________ 2018, on behalf of the Company.
	 
	 	By:
_________________________________

	 	     Chief
Operating Officer





 






    	 	8	 



     


    

 





Appendix A




 


INVESTOR
QUESTIONNAIRE


 


Instructions:
Check all boxes below which correctly describe you.


 


		☐	I
                                         am a (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933,
                                         as amended (the “Securities Act”), (ii) a savings and loan
                                         association or other institution, as defined in Section 3(a)(5)(A) of the Securities
                                         Act, whether acting in an individual or fiduciary capacity, (iii) a broker or
                                         dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended
                                         (the “Exchange Act”), (iv) an insurance company as defined
                                         in Section 2(13) of the Securities Act, (v) an investment company registered under
                                         the Investment Company Act of 1940, as amended (the “Investment Company Act”),
                                         (vi) a business development company as defined in Section 2(a)(48) of the Investment
                                         Company Act, (vii) a 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, (viii) a plan established and maintained by a state,
                                         its political subdivisions, or an agency or instrumentality of a state or its political
                                         subdivisions, for the benefit of its employees and you have total assets in excess of
                                         $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee
                                         Retirement Income Security Act of 1974, as amended (“ERISA”) and (1)
                                         the decision that you shall subscribe for and purchase the Shares, is made by a plan
                                         fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and
                                         loan association, insurance company, or registered investment adviser, (2) you have total
                                         assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase
                                         the Shares is made solely by persons or entities that are accredited investors, as defined
                                         in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation
                                         D”) or (3) you are a self-directed plan and the decision that you shall
                                         subscribe for and purchase the Shares is made solely by persons or entities that are
                                         accredited investors.



 


		☐	I
                                         am a private business development company as defined in Section 202(a)(22) of the Investment
                                         Advisers Act of 1940, as amended.



 


		☐	I
                                         am an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986,
                                         as amended (the “Code”), a corporation, Massachusetts or similar business
                                         trust or a partnership, in each case not formed for the specific purpose of making an
                                         investment in the Shares and with total assets in excess of $5,000,000.



 


		☒	I
                                         am a director or executive officer of the Company.



 


		☐	I
                                         am a natural person whose individual net worth, or joint net worth with my spouse, exceeds
                                         $1,000,000 at the time of my subscription for and purchase of the Shares. For purposes
                                         of this Subscription Agreement, “net worth” means the excess of total assets
                                         at fair market value, including real and personal property, but excluding the value of
                                         your primary residence, over total liabilities. Total liabilities excludes any mortgage
                                         on the primary residence in an amount of up to the home’s estimated fair market
                                         value, but includes (i) any mortgage amount in excess of the home’s fair market
                                         value and (ii) any mortgage amount that was borrowed during the 60-day period before
                                         the closing date for the sale of Shares for the purpose of investing in the Shares.



 






    	 	A-1	 



     


    

 


		☒	I
                                         am a natural person who had an individual income in excess of $200,000 in each of the
                                         two most recent years or joint income with my spouse in excess of $300,000 in each of
                                         the two most recent years, and who has a reasonable expectation of reaching the same
                                         income level in the current year.



 


		☐	I
                                         am a trust, with total assets in excess of $5,000,000, not formed for the specific purpose
                                         of acquiring the Shares, whose subscription for and purchase of the Shares is directed
                                         by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D.



 


		☐	I
                                         am an entity in which all of the equity owners are persons or entities described in one
                                         of the preceding paragraphs. Note: For Subscribers attempting to qualify under
                                         this item, each equity owner must complete, sign and return to the Company a separate
                                         copy of this Questionnaire).



 


		☐	I
                                         do NOT meet any of the foregoing categories.



 


The
undersigned hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its
execution of the Subscription Agreement pursuant to which it purchased Shares of the Company.


 





	Billy
    Peck Jr. 	 	
	Name
    of Purchaser [please print]	 	Name
    of Co-Purchaser [please print]
	 	 	 
	/s/
    Billy Peck Jr. 	 	 
	Signature
    of Purchaser (Entities please	 	Signature
    of Co-Purchaser
	provide
    signature of Purchaser’s duly	 	
	authorized
    signatory.)	 	 
	 	 	 
	 	 	 
	Name
    of Signatory (Entities only)	 	Date
	 	 	 
	 	 	 
	Title
    of Signatory (Entities only)	 	 


   









    	 	A-2	 



     


    

 


EXHIBIT
A


 


SUBSCRIPTION
SECURITIES


 


500,000
shares of Common Stock


 


333,333
warrants to purchase shares of Common Stock at a strike price of $3.00 per share (exercisable after the one-year anniversary of
the Closing Date, as defined in the Purchase Agreement)


 


333,333
warrants to purchase shares of Common Stock at a strike price of $5.00 per share (exercisable after the two-year anniversary of
the Closing Date, as defined in the Purchase Agreement)


 


333,333
warrants to purchase shares of Common Stock at a strike price of 7.00 per share (exercisable after the three-year anniversary
of the Closing Date, as defined in the Purchase Agreement)