Subscription Agreement, dated March 24, 2020, between EVO Transportation & Energy Services, Inc. and Danny Cuzick
Exhibit 10.3
CONFIDENTIAL
EVO Transportation & Energy Services, Inc.
SUBSCRIPTION DOCUMENTS AND INSTRUCTIONS
INSTRUCTIONS
The following documents must be completed in accordance with the instructions set forth below and must be executed in order to determine whether you are an accredited investor and, if accredited, in order to subscribe for the purchase of shares of Series B Preferred Stock (the “Shares”) of EVO Transportation & Energy Services, Inc., a Delaware corporation (the “Company”).
PLEASE PRINT THE ANSWERS TO ALL QUESTIONS.
1. Enclosed are the Following Documents:
(a) Subscription Agreement. Be sure to carefully and fully read the Subscription Agreement, and execute the signature page which is applicable to you. On the appropriate signature page of the Subscription Agreement, the Subscriber must sign, print his, her or its name, address and social security or tax identification number where indicated, and indicate the dollar amount of Shares subscribed for, the date of execution and the manner in which title to the Shares will be held.
(b) Investor Questionnaire. Be sure to carefully and fully read the Investor Questionnaire, which can be found as Appendix A attached to the Subscription Agreement. On the signature page of the Investor Questionnaire, the Subscriber must sign and print his, her or its name where indicated.
A PROSPECTIVE SUBSCRIBER MUST BE SURE TO CAREFULLY AND FULLY READ THE COMPANY’S SEC FILINGS, INCLUDING THE COMPANY’S ANNUAL REPORT ON FORM 10-K FILED ON MAY 30, 2019 AND SUBSEQUENT QUARTERLY REPORTS ON FORM 10-Q, PRIOR TO RETURNING THE SIGNED SUBSCRIPTION DOCUMENTS. THIS SUBSCRIPTION PACKAGE IS NOT TO BE REPRODUCED OR DISTRIBUTED TO OTHERS AT ANY TIME, AND ALL RECIPIENTS AGREE THEY WILL KEEP CONFIDENTIAL ALL INFORMATION CONTAINED HEREIN AND WILL USE THIS AGREEMENT ONLY FOR THE PURPOSE OF EVALUATING A POTENTIAL INVESTMENT IN THE SHARES.
2. Payment. Payment of the purchase price will be made pursuant to Section 1 of the Subscription Agreement.
3. Return of Documents. Copies of the signed Subscription Agreement, Investor Questionnaire and other subscription-related documents should be delivered to the Company at:
EVO Transportation & Energy Services, Inc.
8285 West Lake Pleasant Parkway
Peoria, AZ 85382
NAME OF SUBSCRIBER: _______________________ SUBSCRIPTION AMOUNT: $_________
SUBSCRIPTION AGREEMENT
This Subscription Agreement (this “Agreement”) is being delivered to you in connection with your investment in shares of Series B Preferred Stock of EVO Transportation & Energy Services, Inc., a Delaware corporation (the “Company”). The offering of Shares (the “Offering”) is being conducted on a “best efforts” no minimum basis. The undersigned subscriber is referred to herein as the “Subscriber.”
1. Subscription and Purchase Price; Put Right
(a) Subscription. Subject to the conditions set forth in Section 2 hereof, the undersigned hereby subscribes for and agrees to purchase 1,000,000 Shares, at a purchase price of $3.00 per Share, for an aggregate purchase price of $3,000,000 (the “Aggregate Purchase Price”).
(b) Purchase of Shares. The undersigned’s delivery of this Agreement to the Company shall be accompanied by payment for the Shares subscribed for hereunder, payable in United States dollars, by bank wire transfer of immediately available funds delivered contemporaneously with the undersigned’s delivery of this Agreement to the Company. The undersigned understands and agrees that, subject to Section 2, Section 4, and applicable laws, by executing this Agreement, he, she or it is entering into a binding agreement.
(c) Put Right. For a period of ten days following the Company’s receipt of an advance of at least $3,000,000 from the United States Postal Service for claimed reimbursements for certain services previously provided by the Company (the “USPS Reimbursements”), Subscriber will have the right to require the Company to redeem Shares purchased by Subscriber hereunder in the aggregate amount of up to 50% of the amount of the USPS Reimbursements at a redemption price of $3.00 per Share.
2. Acceptance, Offering Term and Closing Procedures
The obligation of the undersigned to purchase the Shares shall be irrevocable, and the undersigned shall be legally bound to purchase the Shares subject to the terms set forth in this Agreement. The undersigned understands and agrees that the Company reserves the right to reject this subscription for the Shares in whole or part in any order at any time prior to the Company’s acceptance of such subscription. If, in the event of rejection of this subscription by the Company in accordance with this Section 2, or if the sale of the Shares is not consummated for any reason, this Agreement and any other agreement entered into between the undersigned and the Company relating to this subscription shall thereafter have no force or effect, and the Company shall promptly return the purchase price without interest thereon or deduction therefrom.
3. Investor’s Representations, Warranties and Agreements
The undersigned hereby acknowledges, agrees with and represents and warrants to the Company and its affiliates, as follows:
(a) The undersigned has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.
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(b) The undersigned acknowledges his, her or its understanding that the Offering and sale of the Shares is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(a)(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the undersigned represents and warrants to the Company and its affiliates as follows:
(i) The undersigned is acquiring the Shares solely for the undersigned’s own beneficial account, for investment purposes, and not with view to, or resale in connection with, any distribution of the Shares;
(ii) The undersigned has the financial ability to bear the economic risk of his, her or its investment, has adequate means for providing for their current needs and contingencies, and has no need for liquidity with respect to the investment in the Company;
(iii) The undersigned and the undersigned’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”), have received the draft form of Certificate of Designation of Rights and Preferences of Series B Preferred Stock (the “Certificate of Designation”), relating to the rights and preferences of the Shares, and all other documents requested by the undersigned or Advisors, if any, have carefully reviewed them and understand the information contained therein, prior to the execution of this Agreement; and
(iv) The undersigned (together with his, her or its Advisors, if any) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Shares. If other than an individual, the undersigned also represents it has not been organized solely for the purpose of acquiring the Shares.
(c) The information in the Investor Questionnaire (attached as Appendix A) completed and executed by the undersigned (the “Investor Questionnaire”) is true and accurate in all respects, and the undersigned is an “accredited investor,” as that term is defined in Rule 501(a) of Regulation D.
(d) The undersigned has been furnished with a copy of the Certificate of Designation.
(e) The undersigned has relied on the advice of, or has consulted with, only his, her or its Advisors. Each Advisor, if any, is capable of evaluating the merits and risks of an investment in the Shares, and each Advisor, if any, has disclosed to the undersigned in writing (a copy of which is annexed to this Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between the Advisor and the Company or any affiliate thereof.
(f) The undersigned represents, warrants and agrees that he, she or it will not sell or otherwise transfer the Shares without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the undersigned must bear the economic risk of his, her or its purchase because, among other reasons, the Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the undersigned is aware that the Shares are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The undersigned also understands that, except as described in Section 6 of this Agreement, the Company is under no obligation to register the Shares on his, her or its behalf or to assist them in complying with any exemption from registration under the Securities Act or applicable state securities laws. The undersigned understands that any sales or transfers of the Shares are further restricted by state securities laws.
(g) No representations or warranties have been made to the undersigned by the Company, other than any representations of the Company contained herein, and in subscribing for the Shares the undersigned is not relying upon any representations other than those contained herein.
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(h) The undersigned understands and acknowledges that his, her or its purchase of the Shares is a speculative investment that involves a high degree of risk and the potential loss of their entire investment and has carefully read and considered the matters set forth in the Company’s reports filed with the U.S. Securities and Exchange Commission (“SEC”), including in particular the matters under the caption “Risk Factors” contained in the Company’s Annual Report on Form 10-K filed with the SEC on May 30, 2019 and subsequent Quarterly Reports on Form 10-Q. The undersigned understands and acknowledges that the Company is not current in its SEC reporting obligations and the information contained in the Company’s SEC filings, including the Company’s financial statements, is not current, and the undersigned is not relying on the accuracy of the Company’s SEC filings in making the investment decision to purchase Shares in the Offering.
(i) The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth, and an investment in the Shares will not cause such overall commitment to become excessive.
(j) The undersigned understands and agrees that the Shares may bear substantially the following legend until (i) such Shares shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has been declared effective or (ii) in the opinion of counsel for the Company such Shares may be sold without registration under the Securities Act, as well as any applicable “blue sky” or state securities laws:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.
(k) Neither the SEC nor any state securities commission has approved the Shares or passed upon or endorsed the merits of the Offering. The Offering has not been reviewed by any Federal, state or other regulatory authority.
(l) The undersigned and his, her or its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering of the Shares and the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full satisfaction of the undersigned and his, her or its Advisors, if any.
(m) The undersigned is unaware of, is in no way relying on, and did not become aware of the Offering of the Shares through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the Offering and sale of the Shares and is not subscribing for Shares and did not become aware of the Offering of the Shares through or as a result of any seminar or meeting to which the undersigned was invited by, or any solicitation of a subscription by, a person not previously known to the undersigned in connection with investments in securities generally.
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(n) The undersigned has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby.
(o) The undersigned is not relying on the Company with respect to the legal, tax, economic and related considerations of an investment in the Shares, and the undersigned has relied on the advice of, or has consulted with, only his, her or its own Advisors.
(p) The undersigned acknowledges that any estimates or forward-looking statements or projections included in the Company’s filings with the SEC were prepared by the management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by the Company or its management and should not be relied upon.
(q) No oral or written representations have been made, or oral or written information furnished, to the undersigned or his, her or its Advisors, if any, in connection with the Offering of the Shares which are in any way inconsistent with the information contained herein.
(r) The undersigned agrees, acknowledges and understands that during the period commencing on the date hereof and ending on the earlier of (i) the Company’s public announcement of the Offering and (ii) the date that is six months after the date hereof, the undersigned will not directly or indirectly, through related parties, affiliates or otherwise, purchase, sell “short” or “short against the box” (as those terms are generally understood) any equity security of the Company.
(s) The foregoing representations, warranties and agreements will survive the completion of the Offering.
4. Conditions to Acceptance of Subscription
The Company’s right to accept the subscription of the undersigned is conditioned upon satisfaction of the following conditions precedent on or before the date the Company accepts such subscription (any or all of which may be waived by the undersigned in his, her or its sole discretion):
(a) No legal action, suit or proceeding is pending which seeks to restrain or prohibit the transactions contemplated by this Agreement.
(b) The representations and warranties of the Company contained in this Agreement must have been true and correct on the date of this Agreement.
5. Notices to Subscribers
(a) THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
(b) THE SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
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6. Miscellaneous Provisions
(a) Piggy-Back Registration. If at any time on or after April 1, 2020, the Company proposes to file any registration statement (other than any registration on Form S-4, S-8 or any other similarly inappropriate form, or any successor forms thereto) under the Securities Act covering a public offering of the Company’s common stock, it will notify the Subscriber at least ten (10) days prior to each such filing and will use its best efforts to include in such Registration Statement (to the extent permitted by applicable regulation), the shares of the Company’s common stock issuable upon conversion of the Shares purchased by the Subscriber to the extent requested by the Subscriber within five (5) days after receipt of notice of such filing (which request shall specify the shares of the Company’s common stock intended to be sold or disposed of by the Subscriber and describe the nature of any proposed sale or other disposition thereof); provided, however, that if a greater number of shares of the Company’s common stock is offered for participation in the proposed offering than in the reasonable opinion of the managing underwriter (if any) of the proposed offering can be accommodated without adversely affecting the proposed offering, then the amount of shares of the Company’s common stock proposed to be offered by the Subscriber for registration, as well as the number of securities of any other selling stockholders participating in the registration, will be proportionately reduced to a number deemed satisfactory by the managing underwriter. The Company will bear all expenses and fees incurred in connection with the preparation, filing, and amendment of the registration statement with the SEC, except that the Subscriber shall pay all fees, disbursements and expenses of any counsel or expert retained by the Subscriber and all underwriting discounts and commissions, filing fees and any transfer or other taxes relating to the Shares included in the registration statement. The Subscriber agrees to cooperate with the Company in the preparation and filing of any registration statement, and in the furnishing of information concerning the Subscriber for inclusion therein, or in any efforts by the Company to establish that the proposed sale is exempt under the Securities Act as to any proposed distribution.
(b) Modification. Neither this Agreement, nor any provisions hereof, may be waived, modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, discharge or termination is sought.
(c) Survival. The undersigned’s representations and warranties made in this Subscription Agreement survive the execution and delivery of this Agreement and the delivery of the Shares.
(d) Notices. Any party may send any notice, request, demand, claim or other communication hereunder to the undersigned at the address set forth on the signature page of this Agreement or to the Company at the address set forth above using any means (including personal delivery, expedited courier, messenger service, fax, ordinary mail or email), but no such notice, request, demand, claim or other communication will be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties written notice in the manner herein set forth.
(e) Binding Effect. Except as otherwise provided herein, this Agreement is binding upon, and inures to the benefit of, the parties to this Agreement and their heirs, executors, administrators, successors, legal representatives and assigns. If the undersigned is more than one person or entity, the obligation of the undersigned is joint and several and the agreements, representations, warranties and acknowledgments contained herein are deemed to be made by, and are binding upon, each such person or entity and his, her or its heirs, executors, administrators, successors, legal representatives and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.
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(f) Assignability. This Agreement is not transferable or assignable by the undersigned.
(g) Governing Law and Venue. This Agreement is governed by and construed in accordance with the laws of the State of Arizona, without giving effect to conflicts of law principles. Each party to this Agreement hereby irrevocably submits to the exclusive jurisdiction and venue of the state courts of the State of Arizona or the United States District Court located in the State of Arizona, in each case located in Maricopa County, Arizona, for the purpose of any action between the parties arising in whole or in part under or in connection with this Agreement.
(h) Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
[Remainder of page left intentionally blank]
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ALL SUBSCRIBERS MUST COMPLETE THIS PAGE
IN WITNESS WHEREOF, the undersigned has executed this Agreement on the 24th day of March, 2020.
| 1,000,000 | $3,000,000 | |
| No. Shares subscribed for | Aggregate Purchase Price |
Manner in which Title is to be held (Please Check One):
| 1. | ☒ | Individual | 7. | ☐ | Trust/Estate/Pension or Profit Sharing Plan |
| Date Opened:______________ | |||||
| 2. | ☐ | Joint Tenants with Right of Survivorship | 8. | ☐ | As a Custodian for |
| ________________________________ | |||||
| Under the Uniform Gift to Minors Act of the State of | |||||
| ________________________________ | |||||
| 3. | ☐ | Community Property | 9. | ☐ | Married with Separate Property |
| 4. | ☐ | Tenants in Common | 10. | ☐ | Keogh |
| 5. | ☐ | Corporation/Partnership/ Limited Liability Company | 11. | ☐ | Tenants by the Entirety |
| 6. | ☐ | IRA |
ALTERNATIVE DISTRIBUTION INFORMATION
To direct distribution to a party other than the registered owner, complete the information below. YOU MUST COMPLETE THIS SECTION IF THIS IS AN IRA INVESTMENT.
Name of Firm (Bank, Brokerage, Custodian):
Account Name:
Account Number:
Representative Name:
Representative Phone Number:
Address:
City, State, Zip:
IF MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.
INDIVIDUAL SUBSCRIBERS MUST COMPLETE THE NEXT PAGE.
SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE THE PAGE THEREAFTER.
EXECUTION BY NATURAL PERSONS
| _____________________________________________________________________________ |
| Exact Name in Which Title is to be Held |
| Danny Cuzick | ||
| Name (Please Print) | Name of Additional Purchaser | |
| [intentionally omitted] | ||
| Residence: Number and Street | Address of Additional Purchaser | |
| [intentionally omitted] | ||
| City, State and Zip Code | City, State and Zip Code | |
| [intentionally omitted] | ||
| Social Security Number | Social Security Number | |
| [intentionally omitted] | ||
| Telephone Number | Telephone Number | |
| Fax Number (if available) | Fax Number (if available) | |
| [intentionally omitted] | ||
| E-Mail (if available) | ||
| /s/ Danny Cuzick | ||
| (Signature) | (Signature of Additional Purchaser) |
ACCEPTED this ______ day of March, 2020, on behalf of the Company.
| By: | /s/ Thomas J. Abood | |
| Chief Executive Officer |
[Signature Page to Series B Subscription Agreement]
EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY
(e.g., corporation, partnership, LLC, trust, etc.)
| _____________________________________________________________________________ |
| Name of Entity (Please Print) |
| Date of Incorporation or Organization: ____________________________________________ |
| State of Principal Office: ____________________________________________ |
| Federal Taxpayer Identification Number: ____________________________________________ |
| ____________________________________________ |
| Office Address |
| ____________________________________________ |
| City, State and Zip Code |
| ____________________________________________ |
| Telephone Number |
| ____________________________________________ |
| Fax Number (if available) |
| ____________________________________________ |
| E-Mail (if available) |
| By: | ||
| Name: | ||
| Title: | ||
| Address | ||
ACCEPTED this _______ day of March, 2020, on behalf of the Company.
| By: | ||
| Chief Executive Officer |
[Signature Page to Series B Subscription Agreement]
Appendix A
INVESTOR QUESTIONNAIRE
Instructions: Check all boxes below which correctly describe you.
| ☐ | I am a (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000, or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase the Shares, is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors. |
| ☐ | I am a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended. |
| ☐ | I am an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Shares and with total assets in excess of $5,000,000. |
| ☐ | I am a director or executive officer of the Company. |
| ☐ | I am a natural person whose individual net worth, or joint net worth with my spouse, exceeds $1,000,000 at the time of my subscription for and purchase of the Shares. For purposes of this Subscription Agreement, “net worth” means the excess of total assets at fair market value, including real and personal property, but excluding the value of your primary residence, over total liabilities. Total liabilities excludes any mortgage on the primary residence in an amount of up to the home’s estimated fair market value, but includes (i) any mortgage amount in excess of the home’s fair market value and (ii) any mortgage amount that was borrowed during the 60-day period before the closing date for the sale of Shares for the purpose of investing in the Shares. |
| ☐ | I am a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with my spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year. |
[Signature Page to Series B Investor Questionnaire]
Appendix A
| ☐ | I am a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose subscription for and purchase of the Shares is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D. |
| ☐ | I am an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs. Note: For Subscribers attempting to qualify under this item, each equity owner must complete, sign and return to the Company a separate copy of this Questionnaire). |
| ☐ | I do NOT meet any of the foregoing categories. |
The undersigned hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased Shares of the Company.
| Danny Cuzick | ||
| Name of Purchaser [please print] | Name of Co-Purchaser [please print] | |
| /s/ Danny Cuzick | ||
| Signature of Purchaser (Entities please | Signature of Co-Purchaser | |
| provide signature of Purchaser’s duly | ||
| authorized signatory.) | ||
| 3/24/2020 | ||
| Name of Signatory (Entities only) | Date | |
| Title of Signatory (Entities only) |
[Signature Page to Series B Investor Questionnaire]
