Exhibit 10.24


 





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 “Units” consisting of one share
of common stock (the “Common Stock”) and one attached warrant (“Warrant”) to purchase one
share of Common Stock at an exercise price of $2.50 per share 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 Units subscribed for,
the date of execution and the manner in which title to the Units 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 TERM SHEET, INCLUDING THE COMPANY’S SEC FILINGS REFERENCED THEREIN,
PRIOR TO RETURNING THE SIGNED SUBSCRIPTION DOCUMENTS.


 


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: Jerry C. Moyes    SUBSCRIPTION AMOUNT: $2,500,000


 




     


     


    

 


SUBSCRIPTION
AGREEMENT


 


This Subscription Agreement
(this “Agreement”) is being delivered to you in connection with your investment in “Units” consisting
of one share of common stock (the “Common Stock”) and one attached warrant (“Warrant”) to
purchase one share of Common Stock at an exercise price of $2.50 per share of Common Stock (the “Shares”) of
EVO Transportation & Energy Services, Inc., a Delaware corporation (the “Company”). For purposes of this
Agreement, Units, Warrants and Common Stock may be collectively referred to as “Securities.” The form of Warrant
is attached hereto as Exhibit A. The Offering is being conducted on a “best efforts,” no minimum basis.


 


1. Subscription
and Purchase Price; Debt Conversion Transaction


 


(a) Subscription.
Subject to the conditions set forth in Section 2 and Section 4 hereof, the undersigned hereby subscribes for and agrees to purchase
1,000,000 Units, at a purchase price of $2.50 per Unit, for an aggregate purchase price of $2,500,000 (the “Aggregate
Purchase Price”).


 


(b) Purchase
of Units. The undersigned’s delivery of this Agreement to the Company shall be accompanied by payment for the Units 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 in accordance with Section 3A(e) hereof. 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) Debt
Conversion. Simultaneously with the undersigned’s purchase of the Units, certain related party debt of the Company will
be converted into Shares on the terms set forth on Schedule 1(c) hereto (the “Debt Conversion Transaction”); provided,
that in no event will the conversion of such debt be made on the basis of a per Share price of less than $2.50.


 


(d) Anti-Dilution
Protection. If the Company issues Shares in any private or public offering at a price below $2.50 per Share within five years
of the date of this Agreement, the Company will issue additional Shares to Subscriber at no additional cost to Subscriber such
that the total number of Shares issued to Subscriber will equal the number of Shares that would have been issued to Subscriber
had Subscriber purchased Shares at the lower price. This Section 1(c) will not apply to the following issuances: (i) securities
issued as a dividend or distribution; (ii) securities issued in exchange for or upon the conversion of any debenture, warrant,
option, or other convertible security; (iii) Shares issuable upon a stock split, stock dividend, or any subdivision of Shares;
and (iv) Shares (or options to purchase Shares) issued or issuable to employees or directors of, or consultants to, the Company
as bona fide compensation in amounts not exceeding 15% of the total outstanding Shares per fiscal year.


 


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 Units
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	 



     


    

 


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 Units 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 Units 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 Units;


 


(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 February 5, 2018, 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 Units (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 Units. 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 Units 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	 



     


    

 


(f) 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 6 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 the Term Sheet, and in subscribing for the Securities 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 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 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 and the risk
factors set forth in the Term Sheet.


 


(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 Units 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.


 






    	 	3	 



     


    

 


(k) Neither
the SEC nor any state securities commission has approved the Units 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 Units 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 Units 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 Units and is not subscribing for Units and did not become
aware of the Offering of the Units 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 Units, 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 Units 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 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.


 


3A.Company’s Representations,
Warranties, and Agreements


 


(a) The
Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware and
has the requisite corporate power to own its properties and carry on its business as presently conducted.


 






    	 	4	 



     


    

 


(b) The
issuance, sale and delivery of the Securities in accordance with this Agreement have been duly authorized by all necessary corporate
action on the part of the Company.


 


(c) This
Agreement constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with its terms. The execution,
delivery, and performance of this Agreement by the Company will not: (i) result in a violation of the Articles of Incorporation
or Bylaws (or equivalent constitutive document) of the Company or any of its subsidiaries or (ii) violate or conflict with, or
result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both would become
a default) under, or give to others any rights of termination, amendment, acceleration, or cancellation of, any agreement, indenture,
or instrument to which the Company or any subsidiary is a party, or result in a violation of any law, rule, regulation, order,
judgment, or decree (including U.S. federal and state securities laws and regulations) applicable to the Company or any subsidiary
or by which any property or asset of the Company or any subsidiary is bound or affected.


 


(d) Schedule
3A(d) attached hereto sets forth a true, complete, and correct listing, both as of immediately prior to the undersigned’s
purchase of the Units and the Debt Conversion Transaction and as of immediately thereafter, of all of the Company’s outstanding:
(i) Shares; (ii) shares of preferred stock, and (iii) securities convertible into or exchangeable for Shares or shares of the Company’s
preferred stock (the “Derivative Securities”), including the applicable exercise price of such Derivative Securities.


 


(e) The
Aggregate Purchase Price shall be used for working capital and general corporate purposes, and the undersigned shall pay the Aggregate
Purchase Price by wire transfer to the Company’s account. Without limiting the foregoing, the Company agrees not to apply
any portion of the Aggregate Purchase Price to reduce the Company’s outstanding indebtedness except up to an aggregate amount
of $1.5 million to the creditors set forth on Schedule 3A(e) hereto. The Company further agrees that it will only repay the creditors
set forth on Schedule 3A(e) hereto with funds received as part of the Aggregate Purchase Price if the Company shall have received
executed payoff letters in a form reasonably satisfactory to the undersigned from such creditors.


 


(f) The
Company acknowledges and agrees that the undersigned may be required to make certain public disclosures or filings regarding this
Agreement and the transactions contemplated hereby (including, without limitation, under Section 13 and Section 16 of the Exchange
Act), which may include publicly filing a copy of this Agreement, and that the undersigned will be disclosing this Agreement, related
agreements, and the transactions contemplated hereby to the Board of Directors and certain officers of Knight-Swift Transportation
Holdings Inc.


 


4. Conditions
to Subscription


 


The Company’s
right to accept the subscription of the undersigned, and the undersigned’s obligation to purchase the Shares hereunder, 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.


 


(c) The
undersigned shall have received executed copies of the applicable documents giving effect to the Debt Conversion Transaction in
a form satisfactory to the undersigned.


 






    	 	5	 



     


    

 


(d) The
simultaneous closing of the Debt Conversion Transaction.


 


(e) The
undersigned shall have received an executed copy of that certain letter agreement dated on or about the date hereof, by and between
the undersigned and Danny Cuzick, relating to the option to purchase 10% of a specified entity on the terms set forth therein.


 


5. Notices
to Subscribers


 


(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 THE TERM SHEET. 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. 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 February 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, including shares underlying the Warrants, 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 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.


 






    	 	6	 



     


    

 


(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 Units.


 


(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]




    	 	7	 



     


    

 


ALL
SUBSCRIBERS MUST COMPLETE THIS PAGE


 


IN WITNESS WHEREOF,
the undersigned has executed this Agreement on the 2nd day of March, 2018.


 


	1,000,000	 	 $2,500,000
	No.
    Units 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.




    	 	8	 



     


    

 


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)
	 	 	 
	/s/
Jerry Moyes	 	 
	(Signature)	 	(Signature
of Additional Purchaser)


 





ACCEPTED this 2nd day of March,
2018, on behalf of the Company.




 


	 	By:	/s/
 John P. Yeros
	 	 	Chief
    Executive Officer


 




    	 	9	 



     


    

 


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, 2018, on behalf of the Company.


 


	 	By:	 
	 	 	Chief
    Executive Officer


 




    	 	10	 



     


    

 





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 Units, 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 Units 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 Units 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 Units 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 Units. 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 Units for the purpose of investing in the Units.
	 	 	 
		☒	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 Units, whose subscription for and purchase of the Units 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 Units of the Company.


 


	 	 	 
	Name
        of Purchaser [please print]

         
	 	Name
        of Co-Purchaser [please print]

         

	/s/ Jerry Moyes	 	 
	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	 



     


    

 





Exhibit A




 




Form of Warrant


  


THIS
WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL FOR THE COMPANY THAT
SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.


 


W-____


 


EVO
Transportation & Energy Services, Inc.,


a
Delaware corporation


 


COMMON
STOCK PURCHASE WARRANT


 


	Original
    Issue Date:	[__________]
	Warrant
    Holder:	[__________]
	No.
    of Shares:	[__________]
    shares of Common Stock


  


This
Common Stock Purchase Warrant (this “Warrant”) certifies that, for value received, the Warrant Holder named
above is entitled to purchase from EVO Transportation & Energy Services, Inc., a Delaware corporation (the “Company”),
during the period specified in this Warrant, [________] (______) fully paid and non-assessable shares of Common
Stock (“Warrant Stock”), at the purchase price per share provided in Section 1.2 of this Warrant (the “Warrant
Exercise Price”), all subject to the terms and conditions set forth in this Warrant. Capitalized terms not otherwise
defined shall have the meanings set forth in Section 5 below. This Warrant is issued in connection with the Company’s
private offering of up to 1,000,000 units, with each unit consisting of one share of Common Stock and one warrant to purchase
one share of Common Stock (the “Offering”).


 


Section
1.   Period for Exercise
and Exercise Price.


 


1.1
Period for Exercise. The right to purchase shares of Warrant Stock represented by this Warrant may be exercised during
the period commencing on the Original Issue Date listed above and expiring on the tenth anniversary of such date (the “Expiration
Date”). From and after the Expiration Date this Warrant shall be null and void and of no further force or effect.


 


1.2
Warrant Exercise Price. The Warrant Exercise Price shall be $2.50 per share, subject to adjustment as hereinafter provided.


 


Section
2.   Exercise of Warrant.


 





2.1
Manner of Exercise. The Warrant Holder may exercise this Warrant on or after the date hereof, but not later than the Expiration
Date, during normal business hours on any business day by surrendering this Warrant to the Company at the principal office of
the Company or the principal office of its transfer agent (the “Transfer Agent”), together with an executed
Notice of Exercise attached hereto as Annex A. The Notice of Exercise shall be accompanied by payment of the Warrant Exercise
Price for the number of shares of Warrant Stock for which this Warrant is then exercised, by cash or by certified or official
bank check.


 






     


     


    

 


2.2
When Exercise Effective. Each exercise of this Warrant shall be deemed to have been effected on the day on which all requirements
of Section 2.1 shall have been met with respect to such exercise. At such time the Person in whose name any certificate for shares
of Warrant Stock shall be issuable upon such exercise shall be deemed for all corporate purposes to have become the holder of
record of such shares, regardless of the actual delivery of certificates evidencing such shares.


 





2.3
Issuance of Stock. As soon as practicable after each exercise of this Warrant, the Company at its expense will cause to
be issued via book-entry in the name of the Warrant Holder or as the Warrant Holder may direct, the number of shares of Warrant
Stock to which the Warrant Holder shall be entitled upon such exercise.


 





2.4
Partial Exercise. This Warrant may be exercised in part, and the Warrant Holder shall be entitled to receive a new warrant,
which shall be dated as of the date of this Warrant, covering the number of shares in respect of which this Warrant shall not
have been exercised.


 


Section
3.   Warrant Adjustments. Warrant and the Warrant Exercise Price shall be subject to adjustment from time
to time upon the occurrence of certain events as follows:


 


3.1
Reclassification or Merger. In case of any capital reclassification or reorganization (other than a result of a subdivision,
combination or dividend as described below), or in case of any merger or consolidation of the Company with or into another corporation
(other than a merger with another corporation in which the Company is a continuing corporation and which does not result in any
reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or
substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be,
shall execute and deliver to the Warrant Holder a new Warrant (in form and substance reasonably satisfactory to the Warrant Holder)
providing that the Warrant Holder shall have the right to exercise such new Warrant and upon such exercise to receive, in lieu
of the shares of the Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock,
other securities, money and property receivable upon such reclassification, change or merger had the Warrant been exercised immediately
prior to such event. Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to
the adjustments provided for in this Section 3 to pursue the economic benefit intended to be conferred upon the Warrant Holder
by this Warrant. The provisions of this Section 3.1 shall similarly apply to any successive reclassification, changes, mergers
and transfers.


 


3.2
Subdivisions or Combination of Shares. If the Company, at any time while this Warrant remains outstanding and unexpired,
shall subdivide or combine its Common Stock or in the event of any dividend payable on the Common Stock in shares of the Common
Stock, the number of shares of the Warrant Stock issuable upon exercise hereof shall be proportionately adjusted and the Warrant
Exercise Price shall be increased or decreased, as the case may be, so that the aggregate Warrant Exercise Price of this Warrant
shall at all times remain unchanged.


 


3.3
Notice of Adjustment Events. Whenever the Company engages in an event which would give rise to adjustments under this Section
3, the Company shall mail to the Warrant Holder, at least ten (10) days prior to the record date with respect to such event or,
if no record date shall be established, at least ten (10) days prior to such event, a notice specifying (i) the nature of the
contemplated event, and (ii) the date on which any such record is to be taken for the purpose of such event, and (iii) the date
on which such event is expected to become effective, and (iv) the time, if any is to be fixed, when the holders of record of Common
Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or
other property deliverable in connection with such event.


 






     


     


    

 


3.4
Notice of Adjustments. Whenever the Warrant Exercise Price shall be adjusted pursuant to the provisions hereof, the Company
shall within thirty (30) days of such adjustment deliver a certificate signed by its Chief Executive Officer, Chief Financial
Officer, Secretary or Assistant Secretary to the Warrant Holder as the registered holder hereof setting forth, in reasonable detail,
the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the
Warrant Exercise Price after giving effect to such adjustment.


 


Section
4.   Ownership, Transfer
and Substitution of Warrants.


 


4.1
Transfer and Exchange of Warrants. The Warrant Holder, by acceptance hereof, agrees to give written notice to the Company
before transferring this Warrant or transferring any Warrant Stock issuable or issued upon the exercise hereof of such Warrant
Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s
intention as to the disposition to be made of shares of Warrant Stock issuable or issued upon the exercise hereof. For any proposed
transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended)
of the Warrant Holder, such Warrant Holder shall also provide the Company with an opinion of counsel reasonably satisfactory to
the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration
or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise
hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant
Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the
shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant,
all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend
respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such
shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall
be required.


 





4.2
Transfers; Registered Holder as Owner.  Subject to the provisions of Section 4.1 hereof, this Warrant and all rights hereunder
are transferable, in whole or in part, at the principal office of the Company by the Warrant Holder hereof in person or by duly
authorized attorney, upon surrender of this Warrant properly endorsed. Each taker and holder of this Warrant, by taking or holding
the same, consents and agrees that the bearer of this Warrant, when endorsed, may be treated by the Company and all other persons
dealing with this Warrant as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented
by this Warrant, or to the transfer hereof on the books of the Company, any notice to the contrary notwithstanding; but until
such transfer on such books, the Company may treat the registered holder hereof as the owner for all purposes.


 


Section
5.   Definitions.


 


As
used in this Warrant, the following terms have the meanings ascribed to such terms below.


 


5.1
  “Board” means the Board of Directors of the Company.


 


5.2
  “Common Stock” means the Company’s Common Stock, $0.0001 par value per share.


 






     


     


    

 


5.3
  “Fair Market Value” means, as of any particular date: (a) the volume weighted average
of the closing sales prices of the Common Stock for such day on all domestic securities exchanges on which the Common Stock may
at the time be listed; (b) if there have been no sales of the Common Stock on any such exchange on any such day, the average of
the highest bid and lowest asked prices for the Common Stock on all such exchanges at the end of such day; (c) if on any such
day the Common Stock is not listed on a domestic securities exchange, the closing sales price of the Common Stock as quoted on
the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association for such day; or (d) if there have been
no sales of the Common Stock on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association on such
day, the average of the highest bid and lowest asked prices for the Common Stock quoted on the OTC Bulletin Board, the Pink OTC
Markets or similar quotation system or association at the end of such day; in each case, averaged over twenty (20) consecutive
business days ending on the business day immediately prior to the day as of which “Fair Market Value” is being determined;
provided, that if the Common Stock is listed on any domestic securities exchange, the term “business day” as
used in this sentence means business days on which such exchange is open for trading. If at any time the Common Stock is not listed
on any domestic securities exchange or quoted on the OTC Bulletin Board, the Pink OTC Markets or similar quotation system or association,
or if the Board determines in its discretion that the closing prices or bid and asked prices, as applicable, do not accurately
reflect the “Fair Market Value” of the Common Stock due to insufficient trading volume, then the “Fair Market
Value” of the Common Stock shall be the fair market value per share as determined in good faith by the Board.


 


5.4
  “OTC Bulletin Board” means the Financial Industry Regulatory Authority OTC Bulletin
Board electronic inter-dealer quotation system.


 


5.5
  “Person” means an individual, partnership, corporation, business trust, limited liability
company, joint stock company, trust, unincorporated association, joint venture, or other entity of whatever nature.


 


5.6
“Pink OTC Markets” means the OTC Markets Group Inc. electronic inter-dealer quotation system, including
OTCQX, OTCQB and OTC Pink.


 


5.7
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


Section
6. No Rights or Liabilities as Shareholder.


 


Nothing
contained in this Warrant shall be construed as conferring upon the Warrant Holder any rights as a Shareholder of the Company
or as imposing any liabilities on the Warrant Holder to purchase any securities or as a Shareholder of the Company, whether such
liabilities are asserted by the Company or by creditors of the Company.


 


Section
7. Miscellaneous.


 


7.1
  Amendment and Waiver. This Warrant may be amended with, and any term, covenant, agreement or condition
contained in this Warrant may be waived with, the written consent of the Company and the Warrant Holder. Any waiver of any term,
covenant, agreement or condition contained in this Warrant shall not be deemed a waiver of any other term, covenant, agreement
or condition, and any waiver of any default in any such term, covenant, agreement or condition shall not be deemed a waiver of
any later default thereof or of any default of any other term, covenant, agreement or condition.


 


7.2
  Representations and Warranties to Survive Closing. All representations, warranties and covenants contained
herein shall survive the execution and delivery of this Warrant and the issuance of any Warrant Stock upon the exercise hereof.


 


7.3
  Severability. The invalidity or unenforceability of any provisions hereof in any jurisdiction shall
not affect the validity, legality or enforceability of the remainder hereof in such jurisdiction or the validity, legality or
enforceability hereof, including any such provision, in any other jurisdiction, it being intended that all rights and obligations
of the parties hereunder shall be enforceable to the fullest extent permitted by law.


 






     


     


    

 


7.4
  Successors and Assigns. All representations, warranties, covenants and agreements of the parties contained
in this Warrant or made in writing in connection herewith, shall, except as otherwise provided herein, be binding upon and inure
to the benefit of their respective successors and permitted assigns.


 


7.5
Notices. All communications in connection with this Warrant shall be in writing and shall be deemed properly given if hand
delivered or sent by telecopier (provided that such communication is confirmed by same-day deposit in the United States mail first
class postage prepaid) or overnight courier with adequate evidence of delivery or sent by registered or certified mail return
receipt requested and, if to the Warrant holder, addressed to such Warrant Holder at his or its address as shown on the books
of the Company or its Transfer Agent, and if to the Company, at its offices at:


 





EVO
Transportation & Energy Services, Inc.


8285
West Lake Pleasant Parkway


Peoria,
AZ 85382


Attention:
Chief Executive Officer


 


or
such other addresses or Persons as the recipient shall have designated to the sender by a written notice given in accordance with
this Section 7.5. Any notice called for hereunder shall be deemed delivered when sent in accordance with this Section 7.5.


 


7.6
Fractional Shares. No fractional shares of Warrant Stock will be issued in connection with any exercise hereunder, but
in lieu of such fractional shares the Company shall make a cash payment to the Warrant Holder equal to the fractional share issuable
times the fair market value of one share of Common Stock, as determined by the Company’s Board of Directors.


 


7.7
Governing Law. The validity and construction of this Warrant and all matters pertaining hereto are to be determined in
accordance with the laws of the State of Delaware without reference to the conflict of law principles of that state.


 


7.8
Headings. The headings used herein are solely for the convenience of the parties and shall not serve to modify or interpret
the text of the Sections at the beginning of which they appear.


 


7.9
Signatures. This Warrant may be executed by facsimile or electronic signature.


 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed as of the day first above written.


 





	 	EVO TRANSPORTATION
    & ENERGY SERVICES, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	 
	 	 	Name:  John P. Yeros
	 	 	Its:  Chief Executive Officer




 




     


     


    

 


Annex
A to Common Stock Purchase Warrant


 


NOTICE
OF EXERCISE


 


(Complete
and sign only upon exercise of the


Common
Stock Purchase Warrant in whole or in part.)


 


	To:	EVO Transportation & Energy Services, Inc.




 


The
undersigned, the holder of the attached Common Stock Purchase Warrant to which this Notice of Exercise applies (the “Warrant”),
hereby irrevocably elects to exercise pursuant to Section 2.1 of the Warrant and to purchase _________ shares of Common Stock,
from EVO Transportation & Energy Services, Inc. and herewith makes payment of $____________________________ therefor in cash
or by certified or official bank check.


  


The
undersigned hereby requests that such securities be issued in the name(s) and delivered to the address(es) as follows:


 


Name:
________________________________________________________________________





Address:
______________________________________________________________________





Social
Security Number: __________________________________________________________





Deliver
to: _____________________________________________________________________





Address:
______________________________________________________________________


 


If
the foregoing evidences an exercise of the Warrant to purchase fewer than all of the shares of Common Stock to which the undersigned
is entitled under such warrant, please issue a new warrant, of like tenor, relating to the remaining portion of the securities
issuable upon exercise of such warrant in the name(s), and deliver the same to the address(es), as follows:


 


Name:
________________________________________________________________________





Address:
______________________________________________________________________





Dated:
________________________________________________________________________


 


_____________________________________________________________________________








	(Name of Warrant Holder)	(Social Security or
    Taxpayer Identification Number of Warrant Holder, if applicable)	




 


SIGN
HERE:


 


The
undersigned and any recipient of Common Stock or a new Warrant hereunder are “accredited investors” as defined in
Regulation D promulgated under the Securities Act of 1933, as amended.


  





	______________________________________________	 	___________________
	(Signature
of Warrant Holder or Authorized Signatory)	 	Date



 


___________________________________________________





(Type
or Print Name of Warrant Holder or Authorized Signatory)


 


NOTE:The
above name and signature should correspond exactly with the name on the first page of this Warrant or with the name of the assignee
appearing in the form of assignment attached as Annex B to the Warrant.


 




     


     


    

 


Annex
B to Common Stock Purchase Warrant


 


FORM
OF ASSIGNMENT


 


(To
be executed upon transfer of Common Stock Purchase Warrant)


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to ____________________ the right represented by the within
Warrant, as such right may apply to _________ shares of Common Stock which are the subject of the within Warrant, together with
all rights, title and interest therein, and does hereby irrevocably constitute and appoint ____________________ attorney to transfer
such Warrant on the warrant register of the within named Company, with full power of substitution.


 


DATED:
_________________.


 





	 	 	Signature:
	 	 	 
	 	 	 






 


(Signature
must conform in all respects to name of Holder as specified on the face of the Warrant)


  




     


     


    

 


Schedule
1(c)


 


Debt
Conversion Transaction


 


	Description of Debt	 	Outstanding Amount	 	 	Number of Shares into which Debt will be Converted	 
	Senior Bridge Note (Thomas J. Abood Revocable Trust)	 	$	300,657.53	 	 	 	100,219	 
	Senior Bridge Note (Morse Leavenworth)	 	$	114,861	 	 	 	38,287	 
	Senior Bridge Note (Alpeter Family Limited Partnership)	 	$	8,931	 	 	 	2,977	 
	Senior Bridge Note (James G. Jackson)	 	$	17,623	 	 	 	5,874	 
	Senior Bridge Note (Bonita Beach Blues, Inc.)	 	$	246,888	 	 	 	82,296	 




 




     


     


    

 


Schedule
3A(d)


 


Outstanding
Securities


 


	Security	 	Outstanding Amount	 	 	Outstanding Amount (Pro Forma)	 	 	Conversion Price	 
	Common Stock	 	 	693,581	 	 	 	2,012,326	1	 	 	N/A	 
	Warrants to Purchase Common Stock ($5.00)	 	 	103,334	 	 	 	103,334	 	 	$	5.00	 
	Warrants to Purchase Common Stock ($2.50)	 	 	None	 	 	 	1,000,000	 	 	$	2.50	 
	Preferred Stock	 	 	None	 	 	 	None	 	 	 	N/A	 
	Convertible Promissory Notes dated 11/22/2016	 	$	400,000	 	 	 	None	2	 	 	Variable	 
	Convertible Promissory Notes dated 2/1/2017	 	$	9,500,000	 	 	 	None	 	 	 	Variable	 



 










 






1
Includes 89,092 Shares to be issued to Kirk Honour pursuant to Mutual Separation Agreement between Kirk Honour and the Company
dated October 9, 2017.


2
Anticipated to convert into 139,667 upon conversion/repayment of all outstanding Senior Bridge Notes.


 









     


     


    

 


Schedule
3A(e)


 


Debt
Payoff


 


	Creditor	 	Amount	 
	American Express	 	$	695	 
	American Fueling	 	$	253,433	 
	Ann Eldridge	 	$	40,600	 
	Connexus Energy	 	$	5,621	 
	Duane Morris LLP	 	$	23,536	 
	Eisner Jaffe	 	$	3,000	 
	EKS&H	 	$	200,000	 
	FAZP	 	$	50	 
	Fredrikson & Byron	 	$	1,000,000	 
	Intrinsic	 	$	6,000	 
	John Yeros	 	$	95,000	 
	Kirk Honour	 	$	97,069	 
	Lindquist	 	$	41,027	 
	Lurie	 	$	5,000	 
	Lurie	 	$	126,000	 
	NGVAmerica	 	$	1,000	 
	North Dakota Petroleum Council	 	$	300	 
	PCS Consulting	 	$	5,000	 
	Tim Gorry	 	$	80,000	 
	Tom Hulting	 	$	15,223	 
	Xebec	 	$	7,234	 
	South Coast Air Quality	 	$	6,162.43	 
	South Coast Air Quality	 	$	8,362.67	 
	Danny Cuzick	 	$	125,000	 
	Damon Cuzick	 	$	50,000	 
	Theril Lund	 	$	50,000	 
	Tom Kiley	 	$	25,000