Exhibit 10.25


 





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 the shares of common 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 ACCOMPANYING CONFIDENTIAL TERM SHEET, INCLUDING THE COMPANY’S
SEC FILINGS REFERENCED THEREIN, 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: $_________


 




     


     


    

 





CONFIDENTIAL




 


SUBSCRIPTION
AGREEMENT


 


This
Subscription Agreement (this “Agreement”) is being delivered to you in connection with your investment in shares
of common stock of EVO Transportation & Energy Services, Inc., a Delaware corporation (the “Company”).
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







 


(a) Subscription.
Subject to the conditions set forth in Section 2 hereof, the undersigned hereby subscribes for and agrees to purchase ____________
Shares, at a purchase price of $3.00 per Share, for an aggregate purchase price of $____________ (the “Aggregate Purchase
Price”). The Aggregate Purchase Price shall be paid to the Company by cancellation and conversion of the entire principal
balance and all accrued interest under the “Senior Bridge Note” (as defined in the Company’s Annual Report on
Form 10-K filed with the SEC on April 18, 2017, as amended by Form 10-K/A filed with the SEC on May 1, 2017) issued by the Company
or by the Company’s wholly owned subsidiary, Titan CNG LLC (“Titan”), to Subscriber in 2016 (the “Converted
Note”).


 


(b) Purchase
of Shares. The Subscriber hereby acknowledges and agrees that upon acceptance by the Company of a properly completed and duly
executed copy of this Agreement:


 


(i) all
principal and accrued interest on the Converted Note (the “Conversion Amount”) will be converted into the right
of the Subscriber to receive a number of Shares equal to the quotient of (i) the Conversion Amount divided by (ii) $2.50;




 


(ii) all
of the Company’s and Titan’s obligations under the Converted Note will be deemed satisfied in full; and


 




(iii) The Converted Note will be terminated and of no further force and effect.


 


The
Subscriber will return the original Converted Note (or a lost promissory note indemnity in a form satisfactory to the Company)
to the Company promptly for cancellation. The Subscriber understands and agrees that, subject to Section 2 and applicable laws,
by executing this Agreement, he, she or it is entering into a binding agreement.


 


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.


 






    	 	1	 



     


    

 





CONFIDENTIAL




 


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 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 Term Sheet dated December 18, 2017, together with all appendices thereto and
documents referenced therein (as such documents may be amended or supplemented) (the “Term Sheet”), relating
to the private placement by the Company of the Shares (the “Offering”), 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 Term Sheet.


 


(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 as such are described in the Term Sheet, 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.


 






    	 	2	 



     


    

 





CONFIDENTIAL




 


(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 the Term Sheet, and in subscribing for the Shares the undersigned is not relying upon any representations
other than those contained herein or in the Term Sheet.


 


(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 Term Sheet and 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 18, 2017, as amended by Form 10-K/A filed with the SEC on May 1, 2017, and subsequent
Quarterly Reports on Form 10-Q for the interim periods ended March 31, 2017, June 30, 2017 and September 30, 2017.


 


(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 or confirmed
the accuracy or determined the adequacy of the Term Sheet. Neither the Term Sheet nor this Offering has 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.


 






    	 	3	 



     


    

 





CONFIDENTIAL




 





(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.


 


(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 (other than commissions to be paid by the Company
or as otherwise described in the Term Sheet).


 


(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
in the Term Sheet.


 


(r)
 The undersigned agrees, acknowledges and understands that during the period commencing
on the date hereof through the Company’s public announcement of the Offering, 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.


 






    	 	4	 



     


    

 





CONFIDENTIAL




 


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 OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. 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.


 


 6. Miscellaneous Provisions




 


(a) Piggy-Back
Registration. If at any time on or after January 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 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 interest the Shares 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 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.


 






    	 	5	 



     


    

 





CONFIDENTIAL




 





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




    	 	6	 



     


    

 


ALL
SUBSCRIBERS MUST COMPLETE THIS PAGE


 


IN
WITNESS WHEREOF, the undersigned has executed this Agreement on the ____ day of April, 2018.


 


	 __________________________	 	 $ ____________________
	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.




    	 	7	 



     


    

 


EXECUTION
BY NATURAL PERSONS


 


_____________________________________________________________________________


Exact
Name in Which Title is to be Held


 


	 	 	 
	Name
    (Please Print)	 	Name
        of Additional Purchaser

         

	 	 	 
	Residence:
    Number and Street	 	Address
of Additional Purchaser

	 	 	 
	 	 	 
	City,
    State and Zip Code	 	City,
State and Zip Code

	 	 	 
	 	 	 
	Social
    Security Number	 	Social
Security Number

	 	 	 
	 	 	 
	Telephone
    Number 	 	Telephone
    Number
	 	 	 
	 	 	 
	Fax
    Number (if available)	 	Fax
    Number (if available)
	 	 	 
	 	 	 
	

        E-Mail
	 	E-Mail
    (if available)
	 	 	 
	 	 	 
	(Signature)	 	(Signature
of Additional Purchaser)


 


ACCEPTED
this ______ day of April, 2018, on behalf of the Company.


 


	 	By:	 
	 	 	Chief
    Executive Officer


 




    	 	8	 



     


    

 


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 April, 2018, on behalf of the Company.


 


	 	By:	 
	 	 	Chief
    Executive Officer


 




    	 	9	 



     


    

 





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.



 






    	 	A-1	 



     


    

 





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.


 


	 	 	 
	Name
        of Purchaser [please print]

         
	 	Name
        of Co-Purchaser [please print]

         

	 	 	 
	Signature
    of Purchaser (Entities please provide signature of Purchaser’s duly authorized signatory.)	 	Signature
        of Co-Purchaser
	 	 	 
	 	 	 
	Name
        of Signatory (Entities only)

         
	 	Date

         

	 	 	 
	Title
    of Signatory (Entities only)	 	


 


 




 


A-2