Exhibit 10.3


 


CONFIDENTIAL


 


EVO
Transportation & Energy Services, Inc.


 


SUBSCRIPTION
DOCUMENTS AND INSTRUCTIONS


 


INSTRUCTIONS


 


The
following documents must be completed in accordance with the instructions set forth below and must be executed in order to determine
whether you are an accredited investor and, if accredited, in order to subscribe for the purchase of shares of Series B Preferred
Stock (the “Shares”) of EVO Transportation & Energy Services, Inc., a Delaware corporation (the “Company”).


 


PLEASE
PRINT THE ANSWERS TO ALL QUESTIONS.


 


1.
Enclosed are the Following Documents:


 


(a)
Subscription Agreement. Be sure to carefully and fully read the Subscription Agreement, and execute the signature page
which is applicable to you. On the appropriate signature page of the Subscription Agreement, the Subscriber must sign, print his,
her or its name, address and social security or tax identification number where indicated, and indicate the dollar amount of Shares
subscribed for, the date of execution and the manner in which title to the Shares will be held.


 


(b)
Investor Questionnaire. Be sure to carefully and fully read the Investor Questionnaire, which can be found as Appendix
A attached to the Subscription Agreement. On the signature page of the Investor Questionnaire, the Subscriber must sign and print
his, her or its name where indicated.


 


A
PROSPECTIVE SUBSCRIBER MUST BE SURE TO CAREFULLY AND FULLY READ THE COMPANY’S SEC FILINGS, INCLUDING THE COMPANY’S
ANNUAL REPORT ON FORM 10-K FILED ON MAY 30, 2019 AND SUBSEQUENT QUARTERLY REPORTS ON FORM 10-Q, PRIOR TO RETURNING THE SIGNED
SUBSCRIPTION DOCUMENTS. THIS SUBSCRIPTION PACKAGE IS NOT TO BE REPRODUCED OR DISTRIBUTED TO OTHERS AT ANY TIME, AND ALL RECIPIENTS
AGREE THEY WILL KEEP CONFIDENTIAL ALL INFORMATION CONTAINED HEREIN AND WILL USE THIS AGREEMENT ONLY FOR THE PURPOSE OF EVALUATING
A POTENTIAL INVESTMENT IN THE SHARES.


 


2.
Payment. Payment of the purchase price will be made pursuant to Section 1 of the Subscription Agreement.


 


3.
Return of Documents. Copies of the signed Subscription Agreement, Investor Questionnaire and other subscription-related
documents should be delivered to the Company at:


 


EVO
Transportation & Energy Services, Inc.


8285
West Lake Pleasant Parkway


Peoria,
AZ 85382


 


NAME
OF SUBSCRIBER: _______________________ SUBSCRIPTION AMOUNT: $_________


 




     


     


    

 


SUBSCRIPTION
AGREEMENT


 


This
Subscription Agreement (this “Agreement”) is being delivered to you in connection with your investment in shares
of Series B Preferred Stock of EVO Transportation & Energy Services, Inc., a Delaware corporation (the “Company”).
The offering of Shares (the “Offering”) is being conducted on a “best efforts” no minimum basis.
The undersigned subscriber is referred to herein as the “Subscriber.”


 


1.
Subscription and Purchase Price; Put Right


 


(a)
Subscription. Subject to the conditions set forth in Section 2 hereof, the undersigned hereby subscribes for and agrees
to purchase 1,000,000 Shares, at a purchase price of $3.00 per Share, for an aggregate purchase price of $3,000,000 (the “Aggregate
Purchase Price”).


 


(b)
Purchase of Shares. The undersigned’s delivery of this Agreement to the Company shall be accompanied by payment for
the Shares subscribed for hereunder, payable in United States dollars, by bank wire transfer of immediately available funds delivered
contemporaneously with the undersigned’s delivery of this Agreement to the Company. The undersigned understands and agrees
that, subject to Section 2, Section 4, and applicable laws, by executing this Agreement, he, she or it is entering into a binding
agreement.


 


(c)
Put Right. For a period of ten days following the Company’s receipt of an advance of at least $3,000,000 from the
United States Postal Service for claimed reimbursements for certain services previously provided by the Company (the “USPS
Reimbursements”), Subscriber will have the right to require the Company to redeem Shares purchased by Subscriber hereunder
in the aggregate amount of up to 50% of the amount of the USPS Reimbursements at a redemption price of $3.00 per Share.


 


2.
Acceptance, Offering Term and Closing Procedures


 


The
obligation of the undersigned to purchase the Shares shall be irrevocable, and the undersigned shall be legally bound to purchase
the Shares subject to the terms set forth in this Agreement. The undersigned understands and agrees that the Company reserves
the right to reject this subscription for the Shares in whole or part in any order at any time prior to the Company’s acceptance
of such subscription. If, in the event of rejection of this subscription by the Company in accordance with this Section 2, or
if the sale of the Shares is not consummated for any reason, this Agreement and any other agreement entered into between the undersigned
and the Company relating to this subscription shall thereafter have no force or effect, and the Company shall promptly return
the purchase price without interest thereon or deduction therefrom.


 


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.


 



    2


     


    

 


(b)
The undersigned acknowledges his, her or its understanding that the Offering and sale of the Shares 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 Shares 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 Shares;


 


(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 the draft form of Certificate of Designation of Rights and Preferences of Series
B Preferred Stock (the “Certificate of Designation”), relating to the rights and preferences of the Shares,
and all other documents requested by the undersigned or Advisors, if any, 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 Shares. If other than an individual,
the undersigned also represents it has not been organized solely for the purpose of acquiring the Shares.


 


(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 been furnished with a copy of the Certificate of Designation.


 


(e)
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 Shares, 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.


 


(f)
The undersigned represents, warrants and agrees that he, she or it will not sell or otherwise transfer the Shares 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 Shares 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 Shares 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 6 of this Agreement, the Company is under no obligation to register the Shares 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 Shares 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 Shares the undersigned is not relying upon any representations other than those contained
herein.


 



    3


     


    

 


(h)
The undersigned understands and acknowledges that his, her or its purchase of the Shares 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 May 30, 2019 and subsequent Quarterly Reports on Form 10-Q. The undersigned understands and acknowledges
that the Company is not current in its SEC reporting obligations and the information contained in the Company’s SEC filings,
including the Company’s financial statements, is not current, and the undersigned is not relying on the accuracy of the
Company’s SEC filings in making the investment decision to purchase Shares in the Offering.


 


(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 Shares will not cause such overall commitment to become excessive.


 


(j)
The undersigned understands and agrees that the Shares may bear substantially the following legend until (i) such Shares 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 Shares 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 Shares or passed upon or endorsed the merits of the Offering.
The 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 Shares 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 Shares 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 Shares and is not subscribing for Shares and did not become
aware of the Offering of the Shares 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.


 



    4


     


    

 


(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.


 


(o)
The undersigned is not relying on the Company with respect to the legal, tax, economic and related considerations of an investment
in the Shares, 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 Shares which are in any way inconsistent with the information contained
herein.


 


(r)
The undersigned agrees, acknowledges and understands that during the period commencing on the date hereof and ending on the earlier
of (i) the Company’s public announcement of the Offering and (ii) the date that is six months after the date hereof, 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.
Conditions to Acceptance of Subscription


 


The
Company’s right to accept the subscription of the undersigned is conditioned upon satisfaction of the following conditions
precedent on or before the date the Company accepts such subscription (any or all of which may be waived by the undersigned in
his, her or its sole discretion):


 


(a)
No legal action, suit or proceeding is pending which seeks to restrain or prohibit the transactions contemplated by this Agreement.


 


(b)
The representations and warranties of the Company contained in this Agreement must have been true and correct on the date of this
Agreement.


 


5.
Notices to Subscribers


 


(a)
THE SHARES 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 SHARES 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. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


 


(b)
THE SHARES 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. SUBSCRIBERS SHOULD
BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


 



    5


     


    

 


6.
Miscellaneous Provisions


 


(a)
Piggy-Back Registration. If at any time on or after April 1, 2020, 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 shares of the Company’s common stock issuable upon conversion of the Shares purchased 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 the Company’s 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 of the Company’s common stock 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 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.


 


(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 Shares.


 


(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.


 



    6


     


    

 


(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 Arizona,
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 Arizona or the United States District Court located in the State of
Arizona, in each case located in Maricopa County, Arizona, 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]


 




    7


     


    

 


ALL
SUBSCRIBERS MUST COMPLETE THIS PAGE


 


IN
WITNESS WHEREOF, the undersigned has executed this Agreement on the 24th day of March, 2020.


 


	1,000,000	 	$3,000,000
	No. Shares subscribed
    for	 	Aggregate Purchase
    Price


 


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.


 




     


     


    

 


EXECUTION
BY NATURAL PERSONS


 


	_____________________________________________________________________________
	Exact Name in Which
    Title is to be Held


 


	Danny Cuzick	 	 
	Name (Please Print)	 	Name of Additional
    Purchaser
	 	 	 
	[intentionally omitted]	 	 
	Residence: Number and
    Street	 	Address of Additional
    Purchaser
	 	 	 
	[intentionally omitted]	 	 
	City, State and Zip
    Code	 	City, State and Zip
    Code
	 	 	 
	[intentionally omitted]	 	 
	Social Security Number	 	Social Security Number
	 	 	 
	[intentionally omitted]	 	 
	Telephone Number	 	Telephone Number
	 	 	 
	 	 	 
	Fax Number (if available)	 	Fax Number (if available)
	 	 	 
	[intentionally omitted]	 	 
	E-Mail	 	E-Mail (if available)
	 	 	 
	/s/ Danny Cuzick	 	 
	(Signature)	 	(Signature of Additional
    Purchaser)


 


ACCEPTED
this ______ day of March, 2020, on behalf of the Company.


 


	 	By:	 /s/ Thomas J. Abood
	 	 	Chief Executive Officer


 


[Signature
Page to Series B Subscription Agreement]




 



     


     


    

 





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 March, 2020, on behalf of the Company.


 


	 	By:	 
	 	 	Chief
Executive Officer



 


[Signature
Page to Series B Subscription Agreement]




 



     


     


    

 


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.



 


		☐	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.



 


[Signature
Page to Series B Investor Questionnaire]




 



     


     


    

 


Appendix
A

 


		☐	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.


 


	Danny
    Cuzick	 	 
	Name of Purchaser
    [please print]	 	Name of Co-Purchaser
    [please print]
	 	 	 
	/s/ Danny Cuzick	 	 
	Signature of Purchaser
    (Entities please	 	Signature of Co-Purchaser
	provide signature
    of Purchaser’s duly	 	 
	authorized signatory.)	 	 
	 	 	 
	 	 	3/24/2020
	Name of Signatory
    (Entities only)	 	Date
	 	 	 
	 	 	 
	Title of Signatory
    (Entities only)	 	 


 


 


[Signature
Page to Series B Investor Questionnaire]