MINN SHARES INC (Form: 8-K, Received: 02/06/2017 17:01:30)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2017

Minn Shares Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-54218		37-1615850
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

315 E. Lake St. Suite 301, Wayzata, MN 55391

(Address of principal executive offices)

877-973-9191

Registrant’s telephone number, including area code:

Not Applicable

( Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registration under any of the following provisions ( see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

I tem 1.01

Entry into a Material Definitive Agreement.

The disclosures set forth in Items 2.01 and 2.03 below are hereby incorporated by reference into this Item 1.01.

Item 2.01

Completion of Acquisition or Disposition of Assets.

Closing of Securities Exchange Agreement

On February 1, 2017, Minn Shares Inc., a Delaware corporation (the “Company”), Environmental Alternative Fuels, LLC, a Delaware limited liability company (“EAF”), EVO CNG, LLC, a Delaware limited liability company and a wholly-owned subsidiary of EAF (“EVO”), and Danny R. Cuzick (“Danny Cuzick”), Damon R. Cuzick (“Damon Cuzick”), Theril H. Lund and Thomas J. Kiley (together with Danny Cuzick and Damon Cuzick, the “EAF Members”) consummated the transactions contemplated by that certain Agreement and Plan of Securities Exchange dated January 11, 2017 (the “Exchange Agreement”), by and among the Company, EAF, EVO and the EAF Members. Pursuant to the Exchange Agreement, the Company acquired all of the membership interests in EAF (the “EAF Interests”) from the EAF Members. The Exchange Agreement is described more fully in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 18, 2017.

Issuance of Promissory Notes

As consideration for the EAF Interests, the Company issued a promissory note in the principal amount of $3.8 million to Danny Cuzick (the “Senior Promissory Note”) and convertible promissory notes in the aggregate principal amount of $9.5 million to the EAF Members (the “Convertible Notes”). The Senior Promissory Note bears interest at 7.5% per year with a default interest rate of 12.5% per year and has a maturity date of the earlier of (a) the date that is ten days after the initial closing of a private offering of capital stock of the Company in an amount not less than $10 million (a “Private Offering”); (b) December 31, 2017 and (c) declaration by Danny Cuzick of an event of default under the Senior Promissory Note.

The Convertible Notes are convertible into 70,000,000 shares (the “Transaction Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), subject to adjustment for any stock splits, combinations or similar transactions, representing approximately 81.1% of the Company’s total outstanding shares of Common Stock on a post-transaction basis. Accordingly, the conversion of the Convertible Notes will result in a change in control of the Company. The Exchange Agreement was effective as of February 1, 2017. The number of Transaction Shares will be increased to equal 70% of the issued and outstanding Common Stock if the issuance of Common Stock pursuant to a private offering of Common Stock of up to $2 million and the conversion of the Company’s junior bridge notes, senior bridge notes, convertible promissory notes, and certain accounts payable into Common Stock would otherwise cause the Transaction Shares to represent less than 70% of the issued and outstanding Common Stock. Pursuant to the terms of the Exchange Agreement, the EAF Members are entitled to demand registration rights and piggyback registration rights with respect to the Transaction Shares upon customary terms, limitations, exceptions and conditions. The Convertible Notes are secured by all of the assets of EAF and the EAF Interests, which the Company pledged to the EAF Members as security for the Convertible Notes.

Each Convertible Note is convertible at the applicable holder’s option upon (1) consummation of a reorganization, merger or similar transaction where the Company is not the surviving or resulting entity or (2) the sale of all or substantially all of the Company’s assets, subject to customary restrictions. The Convertible Notes are also subject to mandatory conversion at the Company’s option beginning on the first anniversary of the date of issuance of the Convertible Notes if: (i) the closing price of the Common Stock is greater than (A) 150% of the price at which a share of Common Stock is sold in a Private Offering or (B) $10.00 if a Private Offering has not occurred by December 31, 2017 and (ii) the average daily trading volume of shares of Common Stock has equaled 100,000 or more for the 30 days prior to the applicable date. Upon a conversion of the Convertible Notes, accrued interest may also be converted at the greater of (i) the amount of interest to be converted divided by the exchange ratio of 0.1357, subject to adjustment for stock splits or combinations, or (ii) the amount of interest to be converted divided by the closing price of the Common Stock on the trading day preceding the conversion date.

In connection with the closing of the Exchange Agreement, on February 1, 2017, the Company issued promissory notes to the EAF Members in the aggregate principal amount of $250,000 that bear interest at 6% per annum with a default rate of 11% per annum and a maturity date of the earlier of (a) the closing of a Private Offering; (b) 180 days from the date of the notes and (c) declaration by a holder of an event of default under the holder’s note (the “Working Capital Notes”).

In connection with the closing of the Exchange Agreement, on February 1, 2017, the Company guaranteed a note from Danny Cuzick to EAF dated January 30, 2017 in the principal amount of $4 million (the “EAF Note”). The EAF Note is secured by all assets of EAF and is guaranteed by EAF. The EAF Note bears interest at 7.5% per annum with a default rate of 12.5% per annum and has a maturity date of the earlier of (a) February 1, 2020 and (b) declaration by Danny Cuzick of an event of default under the EAF Note.

The descriptions set forth above of the Senior Promissory Note, the Convertible Notes, the Working Capital Notes and the EAF Note are not complete and are subject to and qualified in its entirety by reference to the text of the Senior Promissory Note, the Convertible Notes, the Working Capital Notes and the EAF Note, copies of which are filed herewith as Exhibits 4.24, 4.25, 4.26, 4.27, 4.28, 4.29, 4.30, 4.31, 4.32 and 4.33 and the terms of which are incorporated by reference.

Damon Cuzick Employment Agreement

On February 1, 2017, the Company entered into an executive employment agreement (the “Damon Cuzick Employment Agreement”) with Damon Cuzick pursuant to which Damon Cuzick will serve as the chief operating officer of the Company. The Damon Cuzick Employment Agreement provides for an initial term of four years, with automatic extensions (absent notice to the contrary) of one year upon the expiration of the initial term or any renewal term. Under the Damon Cuzick Employment Agreement, Mr. Cuzick will be entitled to base compensation of $180,000 per year, incentive compensation based on Mr. Cuzick’s performance as determined by the Company’s board of directors and awards of stock options pursuant to any plans or arrangements the Company may have in effect from time to time.

If Mr. Cuzick is terminated without cause or he resigns with good reason, he will be entitled to receive severance, subject to his execution and non-revocation of a release of claims in favor of the Company and its officers, directors and affiliates, equal to any unpaid base salary, reimbursement for unpaid expenses and all other accrued payments or benefits through his termination date, plus the greater of: (1) his monthly base salary at the level in effect immediately prior to his termination date, multiplied by number of full or partial months, if any, in the period beginning on his termination date and ending on the date his initial employment term would have ended, if later than his termination date or (2) one-half of his annual base salary at the level in effect immediately prior to his termination date.

The Damon Cuzick Employment Agreement also includes a customary confidentiality covenant and two-year post-termination nonsolicitation and non-interference covenants.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures set forth in Item 2.01 are hereby incorporated by reference into this Item 2.03.

Secured Bridge Note

On January 31, 2017, Titan CNG LLC, a Delaware limited liability company (“Titan”), a subsidiary of the Company, issued a secured bridge note (the “Secured Bridge Note”) in the principal amount of $400,000 to the Richard H. Enrico Revocable Trust Dated June 9, 1998. The Secured Bridge Note bears interest at 16% per year with a default interest rate of 18% per year and matures on April 30, 2017. In the event of a default under the Secured Bridge Note, the Company is required to issue 87,919 shares of Common Stock to the holder on the date of default and each 90 day interval thereafter until all amounts due have been paid in full. The Secured Bridge Note is secured by a subordinate security interest on substantially all of the Company’s and Titan’s assets.

In connection with the Secured Bridge Note, on January 31, 2017, the Company issued 439,595 shares of Common Stock. The issuance of Common Stock was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, because the issuance did not involve a public offering, the recipient took the shares for investment and not resale and the Company took appropriate measures to restrict transfer. The Company did not pay underwriter discounts or commissions in connection with the foregoing transaction. As a result of the foregoing issuance, the Company has 16,299,937 shares of Common Stock outstanding as of the date of this report, excluding shares issuable upon conversion of the Convertible Notes.

The description set forth above of the Secured Bridge Note is not complete and is subject to and qualified in its entirety by reference to the text of the Secured Bridge Note, a copy of which is filed herewith as Exhibit 4.23 and the terms of which are incorporated by reference.

Item 3.02

Unregistered Sales of Equity Securities.

The disclosures set forth in Item 2.03 above under the caption “Secured Bridge Note” are hereby incorporated by reference into this Item 3.02.

Item 5.01

Changes in Control of Registrant.

The disclosures regarding closing of the transactions contemplated by the Exchange Agreement, as set forth in Item 2.01, are incorporated herein by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Danny Cuzick as Director

In connection with the closing of the Exchange Agreement, on February 1, 2017, the Company’s board of directors increased the size of the board of directors from four directors to five directors and appointed Danny Cuzick as a director. As described in Item 2.01, the Company issued the Senior Promissory Note in the principal amount of $3.8 million, a Convertible Promissory Note in the principal amount of $6.65 million and a Working Capital Note in the principal amount of $125,000 to Danny Cuzick in connection with closing the Exchange Agreement. As described in Item 2.01, Danny Cuzick’s Convertible Promissory Note is secured by all of the assets of EAF and the EAF Interests. The Company also guaranteed a loan from Danny Cuzick to EAF in the principal amount of $4 million. There are no other related party transactions involving Danny Cuzick that are reportable under Item 404(a) of Regulation S-K.

Appointment of Damon Cuzick as Chief Operating Officer

In connection with the closing of the Exchange Agreement, on February 1, 2017, the Company appointed Damon Cuzick as chief operating officer of the Company. Damon Cuzick, 36, has been an active businessman and company owner since 2004. In 2004, Damon co-founded both March Development Company, a commercial real estate development company focused on retail shopping centers and office buildings in Phoenix, Arizona, and Cuzick Van Pelt Commercial Group, a related brokerage company. The companies combined for over $40 million in annual sales, and in 2007 merged into Don Bennett Partners, another real estate development company. Damon continued working at Don Bennett Partners until he sold his interest in that company in 2008. From 2008 to 2015, Damon worked with his father, Danny Cuzick, at Freightliner of Arizona, a class 8 truck dealership. Damon’s responsibilities at Freightliner of Arizona included the design, development and construction of a new state-of-the-art corporate headquarters in Tolleson, Arizona and the acquisition of a competing dealership in Tucson, Arizona. In 2012, Damon, his father and two additional partners formed EVO CNG, LLC, a company dedicated to building compressed natural gas fueling stations for the class 8 trucking industry. Damon has acted as the Chief Operating Officer of EVO CNG since its inception, overseeing the development of six CNG stations in Texas, Arizona, California and Wisconsin, as well as customer service, sales and day-to-day operations.

As described in Item 2.01, the Company issued a Convertible Promissory Note in the principal amount of $1.14 million and a Working Capital Note in the principal amount of $50,000 to Damon Cuzick in connection with closing the Exchange Agreement. As described in Item 2.01, Damon Cuzick’s Convertible Promissory Note is secured by all of the assets of EAF and the EAF Interests. In connection with Damon Cuzick’s appointment as chief operating officer, the Company and Damon Cuzick entered into the Damon Cuzick Employment Agreement described in Item 2.01. Damon Cuzick is the son of Danny Cuzick, a member of the Company’s board of directors.

Effectiveness of Executive Employment Agreements

Upon closing the transactions contemplated by the Exchange Agreement, the employment agreements with each of John Yeros, the Company’s chief executive officer, Kirk Honour, the Company’s president, and Randy Gilbert, the Company’s chief financial officer (the “J. Yeros Employment Agreement,” “K. Honour Employment Agreement” and “R. Gilbert Employment Agreement,” respectively, and collectively, the “Executive Employment Agreements”), became effective.

The J. Yeros Employment Agreement provides for an initial term of four years, with automatic extensions (absent notice to the contrary) of one year upon the expiration of the initial term or any renewal term. Under the J. Yeros Employment Agreement, Mr. Yeros is entitled to base compensation of $240,000 per year, incentive compensation based on Mr. Yeros’ performance as determined by the Company’s board of directors and awards of stock options pursuant to any plans or arrangements the Company may have in effect from time to time.

If Mr. Yeros is terminated without cause or he resigns with good reason, he will be entitled to receive severance, subject to his execution and non-revocation of a release of claims in favor of the Company and its officers, directors and affiliates, equal to: (A) any unpaid base salary, reimbursement for unpaid expenses and all other accrued payments or benefits through his termination date, plus (B) his monthly base salary at the level in effect immediately prior to his termination date, multiplied by the longer of (1) the period between his last day of employment and the one year anniversary of his employment if his employment is terminated prior to such one year anniversary or (2) six months.

The K. Honour Employment Agreement provides for an initial term of four years, with automatic extensions (absent notice to the contrary) of one year upon the expiration of the initial term or any renewal term. Under the K. Honour Employment Agreement, Mr. Honour is entitled to base compensation of $180,000 per year, incentive compensation based on Mr. Honour’s performance as determined by the Company’s board of directors and awards of stock options pursuant to any plans or arrangements the Company may have in effect from time to time.

If Mr. Honour is terminated without cause or he resigns with good reason, he will be entitled to receive severance, subject to his execution and non-revocation of a release of claims in favor of the Company and its officers, directors and affiliates, equal to: (A) any unpaid base salary, reimbursement for unpaid expenses and all other accrued payments or benefits through his termination date, plus (B) his monthly base salary at the level in effect immediately prior to his termination date, multiplied by the longer of (1) the period between his last day of employment and the one year anniversary of his employment if his employment is terminated prior to such one year anniversary or (2) six months.

The R. Gilbert Employment Agreement provides for an initial term of four years, with automatic extensions (absent notice to the contrary) of one year upon the expiration of the initial term or any renewal term. Under the R. Gilbert Employment Agreement, Mr. Gilbert is entitled to base compensation of $150,000 per year, incentive compensation based on Mr. Gilbert’s performance as determined by the Company’s board of directors and awards of stock options pursuant to any plans or arrangements the Company may have in effect from time to time.

If Mr. Gilbert is terminated without cause or he resigns with good reason, he will be entitled to receive severance, subject to his execution and non-revocation of a release of claims in favor of the Company and its officers, directors and affiliates, equal to: (A) any unpaid base salary, reimbursement for unpaid expenses and all other accrued payments or benefits through his termination date, plus (B) his monthly base salary at the level in effect immediately prior to his termination date, multiplied by the longer of (1) the period between his last day of employment and the one year anniversary of his employment if his employment is terminated prior to such one year anniversary or (2) six months.

The Executive Employment Agreements also include customary confidentiality covenants and two-year post-termination nonsolicitation and non-interference covenants.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits: The following exhibits are filed as part of this report:

Exhibit No.		Description
4.23		Secured Bridge Note, dated January 31, 2017, by Titan CNG LLC in favor of the Richard H. Enrico Revocable Trust Dated June 9, 1998
4.24		Convertible Promissory Note, dated February 1, 2017, by Minn Shares Inc. in favor of Danny R. Cuzick
4.25		Convertible Promissory Note, dated February 1, 2017, by Minn Shares Inc. in favor of Damon R. Cuzick
4.26		Convertible Promissory Note, dated February 1, 2017, by Minn Shares Inc. in favor of Theril H. Lund
4.27		Convertible Promissory Note, dated February 1, 2017, by Minn Shares Inc. in favor of Thomas J. Kiley
4.28		Senior Promissory Note, dated February 1, 2017, by Minn Shares Inc. in favor of Danny R. Cuzick
4.29		Working Capital Note, dated February 1, 2017, by Minn Shares in favor of Danny R. Cuzick
4.30		Working Capital Note, dated February 1, 2017, by Minn Shares in favor of Damon R. Cuzick
4.31		Working Capital Note, dated February 1, 2017, by Minn Shares in favor of Theril H. Lund
4.32		Working Capital Note, dated February 1, 2017, by Minn Shares in favor of Thomas J. Kiley
4.33		Promissory Note, dated February 1, 2017, by Environmental Alternative Fuels, LLC in favor of Danny R. Cuzick
10.9		Employment Agreement, dated February 1, 2017, between Minn Shares Inc. and Damon R. Cuzick

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 6, 2017	By:	/s/ John P. Yeros
	Its:	Chief Executive Officer

Exhibit 4.23

The securities represented by this instrument have not been registered under the Securities Act of 1933, as amended, and may not be sold, transferred, assigned, pledged, or hypothecated unless and until registered under such act, or unless the Debtor has received an opinion of counsel or other evidence, satisfactory to the Debtor and its counsel, that such registration is not required.

THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT AS DEFINED BY SECTION 1273(a)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE FOLLOWING INFORMATION IS PROVIDED PURSUANT TO THE INFORMATION REPORTING REQUIREMENTS SET FORTH IN TREASURY REGULATION 1.1275-3.

UPON WRITTEN REQUEST TO KIRK HONOUR OF MINN SHARES INC., AT 315 LAKE STREET E., SUITE 301, WAYZATA, MN 55391 INFORMATION REGARDING THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY WILL PROMPTLY BE MADE AVAILABLE.

THIS SECURED BRIDGE NOTE IS ONE IN A SERIES OF SECURED BRIDGE NOTES BEING ISSUED IN CONNECTION WITH A BRIDGE FINANCING OF UP TO $1,500,000, INCLUDING, WITHOUT LIMITATION, THOSE CERTAIN SECURED BRIDGE NOTES BY TITAN CNG LLC IN FAVOR OF EACH OF RED OCEAN CONSULTING, LLC, Thomas J. Abood Revoc ABLE TRUST U/A DATED AUGUST 17, 2012, AS AMENDED, JAMES JACKSON, THE ALPETER FAMILY LIMITED PARTNERSHIP, DAVID M. LEAVENWORTH, AND BONITA BEACH BLUES, INC. (COLLECTIVELY, THE “OTHER BRIDGE LENDERS”) AND ANY PAYMENTS AND ACCESS TO COLLATERAL WILL BE ON A PARI PASSU BASIS WITH SUCH OTHER SECURED BRIDGE NOTES.

SECURED BRIDGE NOTE

$400,000.00	January 31, 2017
	Minneapolis, Minnesota

FOR VALUE RECEIVED, TITAN CNG LLC, a Delaware limited liability company (the “Debtor”), promises to pay to the order of the Richard H. Enrico Revocable Trust Dated June 9, 1998 (“Holder”), the principal sum of $400,000.00, together with interest, in the manner provided in this Note.

1. Repayment of Principal . All outstanding principal, if not previously paid, will be due and payable on April 30, 2017 (the “Stated Maturity Date”); provided, however, that if no default or Event of Default has occurred and is continuing Debtor may, in Debtor’s sole discretion upon providing written notice to Holder, (i) extend the Stated Maturity Date to July 31, 2017 by paying Holder an additional fee equal to 1% of the then-outstanding balance due on this Note; and (ii) if the Stated Maturity Date was extended to July 31, 2017 as provided in the foregoing clause, subsequently extend the Stated Maturity Date to October 31, 2017 by paying Holder an additional fee equal to 1% of the then-outstanding balance due on this Note.

2. Interest .

2.1 Interest will accrue on all outstanding unpaid amounts evidenced by this Note at an interest rate of 16% per year; provided that if written notice is given by Holder to Debtor of the occurrence of an Event of Default (as defined below), and if Debtor fails to cure the Event of Default within ten (10) days after receipt of such notice, the interest rate will increase to 18% per year.

2.2 All interest will be computed on the basis of a 365-day year containing 12 months, counting the actual number of days in each month. Prior to the occurrence of any Event of Default (in which case this Note shall be due and payable in full), payments of interest only will be made on the last business day of each calendar month beginning on February 28, 2017 until the Stated Maturity Date (as the same may be extended as provided above) at which time the entire balance due on this Note shall be due and payable in full (unless previously converted).

2.3 Upon execution of this Note, Debtor will pay Holder an origination fee equal to 1% of the principal amount of this Note.

2.4 Notwithstanding anything to the contrary herein, if the aggregate amount of accrued but unpaid interest (including payable in kind interest) on this Note and all unpaid original issue discount on this Note as of the Stated Maturity Date would, but for this provision, exceed an amount equal to the product of:

(a) the issue price (as defined in Sections 1273(b) and 1274(a) of the Internal Revenue Code of 1986, as amended (the “Code”)) of this Note; and

(b) the yield to maturity (interpreted in accordance with Section 163(i) of the Code) of this Note (such product, the “Maximum Accrual”),

then all accrued and unpaid interest (including the payable in kind interest) and original issue discount on this Note in excess of an amount equal to the Maximum Accrual shall be paid in cash prior to the Stated Maturity Date.

It is the intent of the parties that the cash payments required by this Section 2.4 will cause this Note to not be classified as “applicable high yield discount obligations” within the meaning of Section 163(i) of the Code. To the extent that for any reason these provisions do not accomplish this purpose, the parties may modify the payment terms in this Section 2.4 to accomplish the purpose.

3. Method of Payment for Principal and Interest . All payments with respect to this Note will be made by wire transfer, in immediately available funds, to such account as Holder may specify in writing, without any presentation of this Note. Each payment with respect to this Note will be applied (i) first, to any fees, expenses or other amounts (other than principal and interest) due under this Note, (ii) second, to accrued interest, and (iii) third, to outstanding principal. Whenever any payment to be made under this Note is due on a Saturday, Sunday or holiday for banks under the laws of the State of Delaware, such payment may be made on the next succeeding bank business day, and such extension of time will in such case be included in the computation of the amount of interest due.

4. Equity . From and after the occurrence of any Event of Default and until such Event of Default is remedied to the reasonable satisfaction of Holder, Minn Shares Inc. will issue Holder 87,919 shares of common stock, par value $0.0001, on the date of such Event of Default and each 90 day interval thereafter until all amounts due and owing under this Note have been paid in full.

5. Events of Default . An “Event of Default” means any of the following:

5.1 The failure to pay any principal of, and interest on or any other amount due under this Note when and as the same will become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise and such failure continues unremedied for a period of two business days.

5.2 A material default by Debtor or any entity in which Debtor controls or owns a majority of the outstanding equity interest therein (each a “Subsidiary” and collectively along with each other Subsidiary and the Debtor, the “Debtor Group” and each individually a “Debtor Group Member”) in the performance or observance of any covenant, condition, undertaking or agreement contained in this Note, the Second Amended and Restated Security Agreement dated on or about the date hereof among Holder, other holders of Secured Bridge Notes and the Debtor Group Members (the “Security Agreement”), or the Pledge Agreement dated on or about the date hereof between Holder and Debtor (the “Pledge Agreement”), and such default continues for a period of 30 days after notice by Holder to Debtor of such default.

5.3 If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (a “Bankruptcy Law”), a Debtor Group Member (a) commences a voluntary case or proceeding; (b) consents to the entry of an order for relief against a Debtor Group Member in an involuntary case; (c) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official; (d) makes an assignment for the benefit of the creditors of any Debtor Group Member; or (e) admits in writing Debtor Group Member’s inability to pay its debts as they become due.

5.4 If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (a) is for relief against a Debtor Group Member in an involuntary case, (b) appoints a trustee, receiver, assignee, liquidator or similar official for Debtor or substantially all of a Debtor Group Member’s properties, or (c) orders the liquidation of a Debtor Group Member and in each case the order or decree is not dismissed within 90 days.

5.5 A Debtor Group Member shall fail to discharge within a period of thirty (30) days after the commencement thereof any attachment, sequestration, or similar proceeding or proceedings involving an aggregate amount in excess of One Hundred Thousand and No/100 Dollars ($100,000.00) against any of its assets or properties.

5.6 A Debtor Group Member shall fail to satisfy and discharge promptly any judgment or judgments against it for the payment of money in an aggregate amount in excess of One Hundred Thousand and No/100 Dollars ($100,000.00).

5.7 A Debtor Group Member shall default in the payment of any of its indebtedness having an aggregate principal amount in excess of One Hundred Thousand and No/100 Dollars ($100,000), beyond any applicable grace period, or shall default, in any material respect, in its performance of any material agreement binding upon it or its property.

6. Remedies .

6.1 From and after the occurrence of any Event of Default, Holder will be entitled to: (a) by written notice to the Debtor, declare all indebtedness evidenced by this Note to be immediately due and payable; (b) by written notice to the Debtor, require Debtor and each applicable Subsidiary to execute and deliver one or more leasehold mortgages to Holder in form and substance reasonably acceptable to Debtor and Holder to secure the Debtor Group Members’ obligations under the Security Agreement; (c) apply any and all amounts owed to Debtor by the Holder to the payment of this Note; (d) exercise and enforce its rights and remedies under this Note, the Security Agreement, and the Pledge Agreement; and (e) proceed to protect and enforce its rights under applicable law.

6.2 No course of dealing on the part of Holder or any delay or failure on the part of Holder to exercise any right will operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers and remedies.

6.3 Debtor will pay to Holder such additional amounts as are sufficient to cover the costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred by Holder in collecting any sums due on account of this Note or otherwise in enforcing its rights hereunder.

7. Optional Prepayments . The indebtedness evidenced by this Note may be prepaid, in whole or in part, at any time without penalty.

8. General .

8.1 Payment of principal or interest on this Note may only be made to, or upon the order of, the registered Holder. This Note is transferable only by surrender of this Note to the Debtor, duly endorsed or accompanied by a written instrument of transfer executed by the registered Holder. Upon surrender of this Note for transfer as provided above, Debtor will issue a new Note to, and register such new Note in the name of, the transferee and such new Note must contain the same legend as provided in this Note.

8.2 Debtor:

(a) except as provided in Section 6, waives diligence, presentment, demand for payment, notice of dishonor, notice of non-payment, protest, notice of protest, and any and all other demands in connection with the delivery, acceptance, performance, default or enforcement of this Note;

(b) agrees that Holder will have the right, without notice, to grant any extension of time for payment of any indebtedness evidenced by this Note or any other indulgence or forbearance whatsoever;

(c) agrees that no failure on the part of Holder to exercise any power, right or privilege hereunder, or to insist upon prompt compliance with the terms of this Note, will constitute a waiver of that power, right or privilege; and

(d) agrees that the acceptance at any time by Holder of any past due amounts will not be deemed to be a waiver of the requirement to make prompt payment when due of any other amounts then or hereafter due and payable.

8.3 This Note will be construed and enforced in accordance with the substantive laws of the State of Delaware without giving effect to the conflicts of laws principles of any jurisdiction.

8.4 AT THE OPTION OF HOLDER, THIS NOTE MAY BE ENFORCED IN ANY STATE OR FEDERAL COURT SITTING IN MINNEAPOLIS OR ST. PAUL, MINNESOTA, AND DEBTOR CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT. IN THE EVENT DEBTOR COMMENCES AN ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS NOTE, OR ALLEGING ANY BREACH OF THIS NOTE, HOLDER AT ITS OPTION IS ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES DESCRIBED ABOVE, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.

8.5 DEBTOR WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION BASED ON OR PERTAINING TO THIS NOTE.

8.6 This Note is secured by the Security Agreement and the Pledge Agreement.

8.7 Debtor and Holder agree that (a) this Note and the shares of Minn Shares Inc. being issued to Holder pursuant to the Subscription Agreement constitute an “investment unit” for purposes of Section 1273(c)(2)(A) of the Internal Revenue Code of 1986, as amended, (b) the total issue price of the investment unit being issued to Holder is equal to the principal amount of this Note, and (c) for tax purposes, the allocation of the total issue price among this Note and the shares in proportion to its fair market value results in an original issue discount. None of the parties will take any position in its tax returns or otherwise that is inconsistent with this paragraph.

8.8 Acknowledgement of Bridge Financing . Holder acknowledges and agrees that (a) this Note is one in a series of Secured Bridge Notes (collectively, the “Bridge Financing”), (b) Debtor may seek up to $1,500,000 in connection with the Bridge Financing, and (c) Holder will exchange this Note and the documents and agreements executed in connection herewith for updated documents and agreements that reflect any change to Holder’s pro rata percentage of the outstanding balance under the Bridge Financing.

8.9 Fees . The Company shall pay for all reasonable legal fees and related costs incurred by Holder in connection with the preparation of this Note and related documents.

* * * * *

IN WITNESS WHEREOF, Debtor has caused this Note to be signed by a duly authorized officer and dated as of the date first above written.

		TITAN CNG LLC

		By:	/s/ Kirk S. Honour
			Name: Kirk S. Honour
			Its: President

Acknowledged and Agreed:		MINN SHARES INC.

RICHARD H. ENRICO REVOCABLE		By:	/s/ Kirk S. Honour
TRUST DATED JUNE 9, 1998			Name: Kirk S. Honour
			Its: President

By:	/s/ Richard H. Enrico
	Richard H. Enrico
	Trustee

[Signature Page to Bridge Note]

Exhibit 4.24

THIS PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.

SECURED CONVERTIBLE PROMISSORY NOTE

$6,650,000.00

February 1, 2017

Subject to the terms and conditions of this Secured Convertible Promissory Note (this “ Note ”), for value received, MINN SHARES INC. , a Delaware corporation (the “ Borrower ”), hereby promises to pay to the order of Danny R. Cuzick (the “ Holder ”), the principal sum of Six Million Six Hundred Fifty Thousand Dollars ($6,650,000.00) (the “ Principal Amount ”), together with interest thereon accruing on and from the date hereof until the entire Principal Amount is paid (or converted, as provided in Section 2 hereof), at an annual rate equal to one and one-half percent (1.5%) (the “ Base Rate ”) Interest shall be calculated based on a 365-day year, compounded annually, but in no event shall the rate of interest exceed the maximum rate, if any, allowable under applicable law.

This Note is issued by the Borrower pursuant to the Agreement and Plan of Securities Exchange (the “ Exchange Agreement ”) dated January 11, 2017, by and among EVO CNG, LLC, a Delaware limited liability company (“ EVO ”), Environmental Alternative Fuels, LLC, a Delaware limited liability company (“ EAF ”), Danny R. Cuzick (“ Danny ”), Damon R. Cuzick (“ Damon ”), Thomas J. Kiley (“ Kiley ”), Theril H. Lund (“ Lund ”), and Borrower. This Note is one of a series of four Secured Convertible Notes of even date herewith issued pursuant to the Exchange Agreement: one in the original principal amount of $6,650,000.00 to Danny (the “ Danny Note ”); one in the original principal amount of $1,140,000.00 to Damon (the “ Damon Note ”); one in the original principal amount of $1,140,000.00 to Lund (the “ Lund Note ”); and one in the original principal amount of $570,000.00 to Kiley (the “ Kiley Note ”) (the Danny Note, the Damon Note, the Lund Note, and the Kiley Note are collectively, the “ Notes ”). Danny, Damon, Kiley and Lund are collectively referred to herein as the “ Holders .”

Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Exchange Agreement.

The Borrower promises to pay to the Holder the Principal Amount, together with interest on the Balance (defined below) at the Base Rate, as follows:

(a) consecutive quarterly installments of interest on the Balance commencing on the first day of the first calendar quarter after the date of this Note until the Balance has been paid in full in readily payable United States funds or converted into Common Stock (defined below) in the manner provided herein;

(b) if the Balance and the accrued and unpaid interest thereon (the “ Accrued Interest ”) have not been previously converted as provided in Section 2 hereof, then the entire Balance and the Accrued Interest shall be automatically converted on the Maturity Date into Common Stock in accordance with Section 2.c , but if and only if the criteria for conversion set forth in Section 2.c are satisfied on the Maturity Date; provided, however,

(c) if not sooner paid or converted in accordance with Section 2.c , the Balance, all Accrued Interest, and all other amounts due under this Note shall be due and payable in full on February 1, 2026 (the “ Maturity Date ”) in immediately available United States funds.

Borrower may not prepay all or any part of the Balance until one day after the first anniversary of the date hereof (the “ Anniversary Date ”) and then if and only if the Accrued Interest is paid in full in readily payable United States funds or converted into Common Stock in accordance with Section 2 hereof. The Borrower thereafter may prepay all or any part of the Balance at any time without the prior written consent of the Holder and without penalty, but only if the then Accrued Interest is paid in full in readily payable United States funds or converted into Common Stock in accordance with Section 2.c .

The following is a statement of certain rights of Holder and the terms and conditions to which this Note is subject and to which the Holder, by acceptance of this Note, agrees:

1. Ranking of Notes; Application of Payments . This Note shall rank pari passu with the other Notes. All payments and recoveries payable on account of Balance, the Accrued Interest and any other amounts due hereunder shall be paid and applied ratably and proportionately on the Balances of all outstanding Notes on the basis of their original Principal Amounts. Subject to the foregoing provisions, all payments will be applied first to the repayment of accrued fees, costs and expenses under this Note, then to Accrued Interest until it has been paid in full, and then to the repayment of the Balance until it has been paid in full.

2. Conversion of Note .

a. Definitions .

i. “ Balance ” means the outstanding principal balance due under this Note.

ii. “ Bridge Note Issuance ” means the issuance of Common Stock to holders of indebtedness of Borrower as set forth on Exhibit A attached hereto, in partial or full repayment thereof.

iii. “ Common Stock ” means the common stock of Borrower, par value $0.0001 per share.

iv. “ Exchange Ratio ” means the quotient of the Total Principal divided by the Total Shares, where the Total Principal equals $9,500,000 and the Total Shares equal 70,000,000 adjusted as follows:

(1) If the Borrower shall at any time or from time to time after the date hereof effect a split or subdivision of the outstanding Common Stock, the Total Shares shall be proportionately increased.

(2) If the Borrower shall at any time or from time to time after the date hereof combine or effect a reverse split of the outstanding shares of Common Stock, the Total Shares shall be proportionately decreased.

(3) The number of Total Shares shall be increased to equal seventy percent (70%) of the issued and outstanding shares of capital stock of Borrower, as if all of the Notes could be and were converted or exchanged for Common Stock following (A) the Bridge Note Issuance, (B) the Mini Offering, (C) the issuance of all other shares of capital stock of Borrower that could be issued pursuant to any contract, agreement or arrangement for less than full and adequate consideration, and (D) the issuance of all shares of capital stock of Borrower that are issued for less than full and adequate consideration, but without duplication for the effects of subsections (1) and (2) of this subsection iv, if the issuance of shares of capital stock of Borrower under clauses (A) through (D) of this subsection (3) would result in Borrower having more than 100,000,000 shares of Common Stock issued and outstanding.

(4) Any adjustment under this subsection iii shall become effective at the close of business on the date the split, subdivision, combination or issuance becomes effective.

v. “ Listing Date ” means the business day that immediately precedes the date of the notice of conversion provided by the Holder or the Borrower.

vi. “ Mini Offering ” means a private offering of Common Stock to “friends and family” for raising funds in an amount of approximately $2,000,000 for the primary purpose of the payment of indebtedness of Borrower.

vii. “ Private Offering ” means the first private offering of Common Stock, including any extended or supplemental offering, after the date of this Note, in an amount not less than $10,000,000.

viii. “ Stock Exchange ” means the principal national securities exchange on which shares of Common Stock are listed.

ix. “ Triggering Event ” means:

(1) reorganization, recapitalization, reclassification, consolidation or merger involving the Borrower in which the Borrower is not the surviving or resulting corporation; or

(2) the sale, lease, transfer, or other disposition, in a single transaction or series of related transactions, by the Borrower of all or substantially all the assets of the Borrower taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Borrower if substantially all of the assets of the Borrower and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, or other disposition is to a wholly owned subsidiary of the Borrower.

b. Optional Conversion of Note by Holder . At any time and from time to time after the Anniversary Date, including at any time within 90 days after the Holder’s receipt of notice of the consummation of the Triggering Event, the Holder may, at the Holder’s option, convert (i) all or part of the Balance (such amount to be converted, the “ Converted Principal Amount ”) into a number of shares of Common Stock equal to the quotient of the Converted Principal Amount (which shall not be less than Thirty-Five Thousand Dollars ($35,000)) divided by the Exchange Ratio; and (ii) all or part of the then Accrued Interest (“ PIK ”) (such PIK amount to be converted, the “ Converted PIK Amount ”) into a number of shares of Common Stock equal to the quotient of the Converted PIK Amount (which shall not be less than Thirty-Five Thousand Dollars ($35,000)) divided by the greater of (A) the Exchange Ratio or (B) the closing price of a share of Common Stock as reported on the Listing Date on the Stock Exchange. The conversion option at any time under this Section 2.b is limited on a monthly basis to the number of shares of Common Stock equal to 10% of the thirty (30) day average trading volume of shares of Common Stock during the prior calendar month. For purposes of illustration, if the thirty (30) day average trading volume of shares of Common Stock is 100,000 for a given month, then the maximum aggregate number of shares into which the Holder may convert any Balance or PIK shall be 10,000 shares in the following month. If a Triggering Event occurs, and the Holder does not elect to convert all or any of the Balance or the PIK, or both, within 90 days after the Holder’s receipt from the Borrower of notice of the consummation of the Triggering Event, the right to convert by reason of that particular Triggering Event will then terminate, and the Note will be payable in accordance with the terms hereunder.

c. Mandatory Conversion by Borrower .

i. Subject to subsection ii of this Section 2.c, if on any date following the Anniversary Date, (i) the closing price as reported on the Listing Date on the Stock Exchange is an amount equal to or greater than (A) 150% of the price that a share of Common Stock was sold in the Private Offering (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock), or (B) $10.00 if the Private Offering has not occurred by December 31, 2017 (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock), and (ii) if the average volume of shares of Common Stock traded on the Stock Exchange has equaled or exceeded 100,000 shares per day for the 30 days prior to the applicable date, Borrower may, at Borrower’s option, convert (A) all or part of the Balance (such amount to be converted, the “ Mandatory Converted Amount ”) into a number of shares of Common Stock equal to a quotient of the Mandatory Converted Amount (which shall not be less than Thirty-Five Thousand Dollars ($35,000)) divided by the Exchange Ratio and (B) all or part of the then accrued but unpaid interest (such amount to be converted, the “ Mandatory Converted PIK Amount ”) into a number of shares of Common Stock equal to the quotient of the Mandatory Converted PIK Amount(which shall not be less than Thirty-Five Thousand Dollars ($35,000)) divided by the greater of (1) the Exchange Ratio or (2) the closing price of a share of Common Stock as reported on the Listing Date on the Stock Exchange (each such event, a “ Mandatory Conversion ”).

ii. At the time of any Mandatory Conversion, all shares of Common Stock into which any Mandatory Converted Amount or any Mandatory Converted PIK Amount may convert must be registered for sale in any public offering. Borrower and Holder each agree that the intent of this provision is to ensure that Holder may freely trade any Common Stock received as a result of any Mandatory Conversion.

d. Procedure for Conversion .

i. Voluntary Conversion . In order for the Holder to voluntarily convert all or part of the Balance or the PIK into shares of Common Stock, the Holder shall (A) provide written notice to the Borrower’s transfer agent at the office of the transfer agent for the Common Stock (or at the principal office of the Borrower if the Borrower serves as its own transfer agent) that the Holder elects to convert all or part of the Balance or the PIK, or both, identifying the Converted Principal Amount or the Converted PIK Amount, or both, to be converted. The notice shall state the Holder’s name or the names of the nominees in which the Holder wishes the shares of Common Stock to be issued.

ii. Mandatory Conversion . In order for the Borrower to require conversion of all or part of the Balance or the PIK into shares of Common Stock, the Borrower shall provide written notice to the Holder that Borrower elects to convert all or part of the Balance or the PIK, or both, identifying the Mandatory Converted Amount or the Mandatory Converted PIK Amount, or both, to be converted. Upon receipt of such notice, the Holder shall provide to Borrower of the Holder’s name or the names of the nominees in which the Holder wishes the shares of Common Stock to be issued.

iii. Other Requirements . The close of business on the date of receipt by the transfer agent (or by the Borrower if the Borrower serves as its own transfer agent) of the Holder’s notice of voluntary conversion or the Borrower’s notice of mandatory conversion shall be the time of conversion (the “ Conversion Time ”), and the shares of Common Stock issuable upon conversion of the Balance or the PIK, or both, shall be deemed to be outstanding of record as of such date. The Borrower shall, as soon as practicable after the Conversion Time, issue and deliver to the Holder, or the Holders nominee or nominees, a certificate or certificates for the number of shares of Common Stock issuable upon such conversion in accordance with the provisions hereof. The Borrower also shall provide to the Holder a proposed form of acknowledgement of the amount of the Balance or the PIK, or both, satisfied by the such conversion and receipt for such certificates, for the Holder to sign and return to the Borrower.

e. Reservation of Shares . The Borrower shall at all times when the Note shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of the Balance or the PIK, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of the Note; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of the full value of the Note, the Borrower shall take such corporate action as may be necessary or appropriate to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Borrower’s Certificate of Incorporation.

f. Taxes . The Borrower shall pay any and all costs, expense, and taxes of issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of the Balance or the PIK pursuant to this Section 2 . The Borrower shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than the Holder, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Borrower the amount of any such tax or has established, to the satisfaction of the Borrower, that such tax (if any) has been paid.

g. Termination of Rights . Except for the rights to obtain certificates representing shares of Common Stock and as set forth in Section 2.d.iii above or Section 2.h below, all rights with respect to this Note shall terminate upon the effective conversion of the entire Balance, all of the Accrued Interest, and all other amounts due hereunder, whether or not this Note has been surrendered to Borrower for cancellation.

h. Delivery of Stock Certificates . As promptly as practicable after any conversion of this Note into shares of Common Stock as provided herein, Borrower, at its cost and expense, shall issue and deliver to Holder the certificate or certificates evidencing the number of shares of Common Stock that are issuable to the Holder or the Holder’s nominees in connection with a conversion under this Section 2 .

i. Adjustment for Merger or Reorganization . If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Borrower in which Common Stock is converted into or exchanged for securities, cash or other property, then, following any such reorganization, recapitalization, reclassification, consolidation or merger, the Balance then outstanding shall thereafter be convertible, in lieu of the Common Stock into which it was convertible prior to such event, into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Borrower issuable upon conversion of the Balance outstanding immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction.

3. Security Interest . This Note is secured by all assets of EAF and EAF and by 100% of the membership interests in EAF and EVO pursuant to various documents set forth in the Exchange Agreement and duly executed by the Borrower as provided therein.

4. Events of Default . Each of the following shall constitute an “ Event of Default ” hereunder:

a. The Borrower shall (i) voluntarily terminate operations or apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator in respect of such Borrower, as the case may be, or of all or a substantial part of the assets of such Borrower, as the case may be, (ii) admit in writing its inability, to pay debts as the debts become due, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (v) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, (vi) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Federal Bankruptcy Code or applicable state bankruptcy laws or (vii) take any corporate action for the purpose of effecting any of the foregoing; or

b. Default in the performance of any other obligation under this Note and such failure continues for ten (10) days after written notice to Borrower.

If any Event of Default shall occur, then, at any time thereafter while such Event of Default is continuing, the Holder by written notice to the Borrower may declare the Balance to be immediately due and payable.

5. Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of Arizona without giving effect to any choice or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction) that would require or permit the application of the laws of any other jurisdiction.

6. Consent to Jurisdiction . ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT MAY BE INSTITUTED ONLY IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF ARIZONA IN EACH CASE LOCATED IN THE COUNTY OF MARICOPA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF, AND SOLE VENUE IN, SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY LEGAL SUIT, ACTION OR ANY PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY LEGAL SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. Each of the Borrower and the Holder consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address set forth in the Exchange Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 6 shall affect or limit any right to serve process in any other manner permitted by law.

7. Collection Expenses . The Borrower further agrees, subject only to any limitation imposed by applicable law, to pay all costs and expenses, including reasonable and documented attorneys’ fees, incurred by the Holder in endeavoring to collect or collecting any amounts payable hereunder which are not paid when due.

8. Amendment . Except as otherwise provided in this Note or in the Exchange Agreement, no modification or amendment hereof shall be effective unless (a) made in a writing signed by appropriate officers of each of Borrower and (b) such amendment or modification is approved in writing by the Holders Representative.

9. Waiver . Borrower hereby waives presentment, protest, demand for payment, notice of dishonor, notice of protest or nonpayment, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note.

10. Severability . The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

11. Addresses for Notices, etc . All notices, requests, consents, claims, demands, waivers and other communications hereunder, including all requests under Section 9-210 of the Uniform Commercial Code of the State, shall be in writing and shall be deemed to have been given Notices shall be deemed to have been given (a) if mailed by certified or registered mail, four days after the date of mailing, (b) if hand delivered, on the date of delivery, (c) if sent by overnight courier service, on the day after the date of delivery to the courier, (d) if sent by facsimile during the recipient’s normal business hours of the recipient, on the day sent (and if sent after normal business hours, on the opening of the recipient’s business on the next day that is not a Saturday, Sunday or federal legal holiday) and (e) if sent by email, on the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment).

12. Headings; Interpretation . In this Note, (a) the meaning of defined terms shall be equally applicable to both the singular and plural forms of the terms defined; (b) the captions and headings are used only for convenience and are not to be considered in construing or interpreting this Note and (c) the words “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation”. All references in this Note to sections, paragraphs, exhibits and schedules shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits and schedules attached hereto, all of which exhibits and schedules are incorporated herein by this reference.

13. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same Agreement. This Agreement may be delivered personally, by facsimile or by electronic transmission (pdf sent via email).

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Secured Convertible Promissory Note to be executed by its duly authorized officer as of the date first above written.

	MINN SHARES INC.

	By:	/s/ John Yeros
	Name:	John Yeros
	Title:	CEO

ACKNOWLEDGEMENT BY HOLDER:

/s/ Danny R. Cuzick
Danny R. Cuzick

Holder’s Address:

8285 West Lake Pleasant Parkway
Peoria, AZ 85382

Signature Page to Danny Note

Exhibit A

List of Bridge Notes

1.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of the Alpeter Family Limited Partnership.

2.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Brian and Renae Clark

3.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Falcon Capital LLC

4.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Honour Capital LP

5.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of James Jackson

6.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of John Honour

7.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Keith and Janice Clark

8.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Kirk Honour

9.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Stephen and Jayne Clark

10.	Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Red Ocean Consulting, LLC

11.	Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Thomas J. Abood Revocable Trust u/a dated August 17, 2012

12.	Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of James Jackson

13.	Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Alpeter Family Limited Partnership

14.	Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of David M. Leavenworth

15.	Secured Bridge Note, dated September 26, 2016, by Titan CNG LLC in favor of Red Ocean Consulting, LLC

16.

First Amendment to Senior Bridge Loan Documents, dated July 26, 2016, by and among Titan CNG LLC, Titan Blaine, LLC, Titan El Toro, LLC, Titan Diamond Bar, LLC, Thomas J. Abood Revocable Trust U/A Dated August 17, 2012 As Amended, James Jackson, David M. Leavenworth, Alpeter Family Limited Partnership, Bonita Beach Blues, Inc., Red Ocean Consulting, LLC, Scott Honour and Kirk Honour

17.	Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of Joseph H. Whitney.

18.	Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of The Globe Resources Group, LLC.

19.	Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of Richard E. Gilbert.

20.

Second Amendment to Senior Bridge Loan Documents, dated September 26, 2016, by and among Titan CNG LLC, Titan Blaine, LLC, Titan El Toro, LLC, Titan Diamond Bar, LLC, Thomas J. Abood Revocable Trust U/A Dated August 17, 2012 As Amended, James Jackson, David M. Leavenworth, Alpeter Family Limited Partnership, Bonita Beach Blues, Inc., Red Ocean Consulting, LLC, Scott Honour and Kirk Honour.

21.	Payables in the amount of $1,034,058.

Exhibit 4.25

SECURED CONVERTIBLE PROMISSORY NOTE

$1,140,000.00

February 1, 2017

Subject to the terms and conditions of this Secured Convertible Promissory Note (this “ Note ”), for value received, MINN SHARES INC. , a Delaware corporation (the “ Bo rrower ”), hereby promises to pay to the order of Damon R. Cuzick (the “ Holder ”), the principal sum of One Million One Hundred Forty Thousand dollars ($1,140,000.00) (the “ Principal Amount ”), together with interest thereon accruing on and from the date hereof until the entire Principal Amount is paid (or converted, as provided in Section 2 hereof), at an annual rate equal to one and one-half percent (1.5%) (the “ Base Rate ”) Interest shall be calculated based on a 365-day year, compounded annually, but in no event shall the rate of interest exceed the maximum rate, if any, allowable under applicable law.

Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Exchange Agreement.

The Borrower promises to pay to the Holder the Principal Amount, together with interest on the Balance (defined below) at the Base Rate, as follows:

The following is a statement of certain rights of Holder and the terms and conditions to which this Note is subject and to which the Holder, by acceptance of this Note, agrees:

2. Conversion of Note .

a. Definitions .

i. “ Balance ” means the outstanding principal balance due under this Note.

ii. “ Bridge Note Issuance ” means the issuance of Common Stock to holders of indebtedness of Borrower as set forth on Exhibit A attached hereto, in partial or full repayment thereof.

iii. “ Common Stock ” means the common stock of Borrower, par value $0.0001 per share.

(1) If the Borrower shall at any time or from time to time after the date hereof effect a split or subdivision of the outstanding Common Stock, the Total Shares shall be proportionately increased.

(4) Any adjustment under this subsection iii shall become effective at the close of business on the date the split, subdivision, combination or issuance becomes effective.

v. “ Listing Date ” means the business day that immediately precedes the date of the notice of conversion provided by the Holder or the Borrower.

viii. “ Stock Exchange ” means the principal national securities exchange on which shares of Common Stock are listed.

ix. “ Triggering Event ” means:

(1) reorganization, recapitalization, reclassification, consolidation or merger involving the Borrower in which the Borrower is not the surviving or resulting corporation; or

c. Mandatory Conversion by Borrower .

d. Procedure for Conversion .

4. Events of Default . Each of the following shall constitute an “ Event of Default ” hereunder:

b. Default in the performance of any other obligation under this Note and such failure continues for ten (10) days after written notice to Borrower.

10. Severability . The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Secured Convertible Promissory Note to be executed by its duly authorized officer as of the date first above written.

	MINN SHARES INC.

	By:	/s/ John Yeros
	Name:	John Yeros
	Title:	CEO

ACKNOWLEDGEMENT BY HOLDER:

/s/ Damon R. Cuzick
Damon R. Cuzick

Holder’s Address:

8285 West Lake Pleasant Parkway
Peoria, AZ 85382

Signature Page to Damon Note

Exhibit A

List of Bridge Notes

1.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of the Alpeter Family Limited Partnership.

2.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Brian and Renae Clark

3.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Falcon Capital LLC

4.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Honour Capital LP

5.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of James Jackson

6.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of John Honour

7.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Keith and Janice Clark

8.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Kirk Honour

9.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Stephen and Jayne Clark

10.	Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Red Ocean Consulting, LLC

11.	Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Thomas J. Abood Revocable Trust u/a dated August 17, 2012

12.	Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of James Jackson

13.	Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Alpeter Family Limited Partnership

14.	Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of David M. Leavenworth

15.	Secured Bridge Note, dated September 26, 2016, by Titan CNG LLC in favor of Red Ocean Consulting, LLC

16.

17.	Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of Joseph H. Whitney.

18.	Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of The Globe Resources Group, LLC.

19.	Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of Richard E. Gilbert.

20.

21.	Payables in the amount of $1,034,058.

Exhibit 4.26

SECURED CONVERTIBLE PROMISSORY NOTE

$1,140,000.00

February 1, 2017

Subject to the terms and conditions of this Secured Convertible Promissory Note (this “ Note ”), for value received, MINN SHARES INC. , a Delaware corporation (the “ Borrower ”), hereby promises to pay to the order of Theril H. Lund (the “ Holder ”), the principal sum of One Million One Hundred Forty Thousand dollars ($1,140,000.00) (the “ Principal Amount ”), together with interest thereon accruing on and from the date hereof until the entire Principal Amount is paid (or converted, as provided in Section 2 hereof), at an annual rate equal to one and one-half percent (1.5%) (the “ Base Rate ”) Interest shall be calculated based on a 365-day year, compounded annually, but in no event shall the rate of interest exceed the maximum rate, if any, allowable under applicable law.

Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Exchange Agreement.

The Borrower promises to pay to the Holder the Principal Amount, together with interest on the Balance (defined below) at the Base Rate, as follows:

The following is a statement of certain rights of Holder and the terms and conditions to which this Note is subject and to which the Holder, by acceptance of this Note, agrees:

2. Conversion of Note .

a. Definitions .

i. “ Balance ” means the outstanding principal balance due under this Note.

ii. “ Bridge Note Issuance ” means the issuance of Common Stock to holders of indebtedness of Borrower as set forth on Exhibit A attached hereto, in partial or full repayment thereof.

iii. “ Common Stock ” means the common stock of Borrower, par value $0.0001 per share.

(1) If the Borrower shall at any time or from time to time after the date hereof effect a split or subdivision of the outstanding Common Stock, the Total Shares shall be proportionately increased.

(4) Any adjustment under this subsection iii shall become effective at the close of business on the date the split, subdivision, combination or issuance becomes effective.

v. “ Listing Date ” means the business day that immediately precedes the date of the notice of conversion provided by the Holder or the Borrower.

viii. “ Stock Exchange ” means the principal national securities exchange on which shares of Common Stock are listed.

ix. “ Triggering Event ” means:

(1) reorganization, recapitalization, reclassification, consolidation or merger involving the Borrower in which the Borrower is not the surviving or resulting corporation; or

c. Mandatory Conversion by Borrower .

d. Procedure for Conversion .

4. Events of Default . Each of the following shall constitute an “ Event of Default ” hereunder:

b. Default in the performance of any other obligation under this Note and such failure continues for ten (10) days after written notice to Borrower.

10. Severability . The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Secured Convertible Promissory Note to be executed by its duly authorized officer as of the date first above written.

	MINN SHARES INC.

	By:	/s/ John Yeros
	Name:	John Yeros
	Title:	CEO

ACKNOWLEDGEMENT BY HOLDER:

/s/ Theril H. Lund
Theril H. Lund

Holder’s Address:

517 East Mountain Sage Drive
Phoenix, Arizona 85048

Signature Page to Lund Note

Exhibit A

List of Bridge Notes

1.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of the Alpeter Family Limited Partnership.

2.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Brian and Renae Clark

3.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Falcon Capital LLC

4.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Honour Capital LP

5.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of James Jackson

6.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of John Honour

7.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Keith and Janice Clark

8.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Kirk Honour

9.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Stephen and Jayne Clark

10.	Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Red Ocean Consulting, LLC

11.	Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Thomas J. Abood Revocable Trust u/a dated August 17, 2012

12.	Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of James Jackson

13.	Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Alpeter Family Limited Partnership

14.	Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of David M. Leavenworth

15.	Secured Bridge Note, dated September 26, 2016, by Titan CNG LLC in favor of Red Ocean Consulting, LLC

16.

17.	Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of Joseph H. Whitney.

18.	Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of The Globe Resources Group, LLC.

19.	Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of Richard E. Gilbert.

20.

21.	Payables in the amount of $1,034,058.

Exhibit 4.27

SECURED CONVERTIBLE PROMISSORY NOTE

$570,000.00

February 1, 2017

Subject to the terms and conditions of this Secured Convertible Promissory Note (this “ Note ”), for value received, MINN SHARES INC. , a Delaware corporation (the “ Borrower ”), hereby promises to pay to the order of Thomas J. Kiley (the “ Holder ”), the principal sum of Five Hundred Seventy Thousand dollars ($570,000.00) (the “ Principal Amount ”), together with interest thereon accruing on and from the date hereof until the entire Principal Amount is paid (or converted, as provided in Section 2 hereof), at an annual rate equal to one and one-half percent (1.5%) (the “ Base Rate ”) Interest shall be calculated based on a 365-day year, compounded annually, but in no event shall the rate of interest exceed the maximum rate, if any, allowable under applicable law.

Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Exchange Agreement.

The Borrower promises to pay to the Holder the Principal Amount, together with interest on the Balance (defined below) at the Base Rate, as follows:

The following is a statement of certain rights of Holder and the terms and conditions to which this Note is subject and to which the Holder, by acceptance of this Note, agrees:

2. Conversion of Note .

a. Definitions .

i. “ Balance ” means the outstanding principal balance due under this Note.

ii. “ Bridge Note Issuance ” means the issuance of Common Stock to holders of indebtedness of Borrower as set forth on Exhibit A attached hereto, in partial or full repayment thereof.

iii. “ Common Stock ” means the common stock of Borrower, par value $0.0001 per share.

(1) If the Borrower shall at any time or from time to time after the date hereof effect a split or subdivision of the outstanding Common Stock, the Total Shares shall be proportionately increased.

(4) Any adjustment under this subsection iii shall become effective at the close of business on the date the split, subdivision, combination or issuance becomes effective.

v. “ Listing Date ” means the business day that immediately precedes the date of the notice of conversion provided by the Holder or the Borrower.

viii. “ Stock Exchange ” means the principal national securities exchange on which shares of Common Stock are listed.

ix. “ Triggering Event ” means:

(1) reorganization, recapitalization, reclassification, consolidation or merger involving the Borrower in which the Borrower is not the surviving or resulting corporation; or

c. Mandatory Conversion by Borrower .

d. Procedure for Conversion .

4. Events of Default . Each of the following shall constitute an “ Event of Default ” hereunder:

b. Default in the performance of any other obligation under this Note and such failure continues for ten (10) days after written notice to Borrower.

10. Severability . The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Secured Convertible Promissory Note to be executed by its duly authorized officer as of the date first above written.

	MINN SHARES INC.

	By:	/s/ John Yeros
	Name:	John Yeros
	Title:	CEO

ACKNOWLEDGEMENT BY HOLDER:

/s/ Thomas J. Kiley
Thomas J. Kiley

Holder’s Address:

2625 East Camelback Road
Phoenix, Arizona 85016

Signature Page to Kiley Note

Exhibit A

List of Bridge Notes

1.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of the Alpeter Family Limited Partnership.

2.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Brian and Renae Clark

3.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Falcon Capital LLC

4.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Honour Capital LP

5.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of James Jackson

6.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of John Honour

7.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Keith and Janice Clark

8.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Kirk Honour

9.	Junior Bridge Note, dated January 1, 2016, by Titan CNG LLC in favor of Stephen and Jayne Clark

10.	Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Red Ocean Consulting, LLC

11.	Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Thomas J. Abood Revocable Trust u/a dated August 17, 2012

12.	Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of James Jackson

13.	Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of Alpeter Family Limited Partnership

14.	Secured Bridge Note, dated February 29, 2016, by Titan CNG LLC in favor of David M. Leavenworth

15.	Secured Bridge Note, dated September 26, 2016, by Titan CNG LLC in favor of Red Ocean Consulting, LLC

16.

17.	Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of Joseph H. Whitney.

18.	Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of The Globe Resources Group, LLC.

19.	Convertible Promissory Note, dated November 22, 2016, by Minn Shares Inc. in favor of Richard E. Gilbert.

20.

21.	Payables in the amount of $1,034,058.

Exhibit 4.28

PROMISSORY NOTE

February 1, 2017

$3,800,000.00

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, MINN SHARES INC., a Delaware corporation, on behalf of itself and its successors and assigns (collectively, the “ Maker ”), hereby unconditionally promises to pay to the order of Danny R. Cuzick (the “ Noteholder , ” and together with the Maker, the “ Parties ”), the principal amount of THREE MILLION EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS ($3,800,000) (the “ Loan ”), together with all accrued interest thereon, as provided in this Promissory Note (the “ Note , ” as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms).

1. Definitions . Capitalized terms used herein and not defined elsewhere in this Note shall have the meanings set forth in this Section 1 .

“ Default Rate ” means the Interest Rate plus five percent (5%) per annum.

“ Event of Default ” has the meaning set forth in Section 5 .

“ Governmental Authority ” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government (including any supranational bodies such as the European Union or the European Central Bank).

“ Interest Rate ” means the rate equal to seven and one-half percent (7.5%) per annum, unless the Default Rate is applicable.

“ Law ” as to any Person means any law (including common law), statute, ordinance, treaty, rule, regulation, policy or requirement of any Governmental Authority and authoritative interpretations thereon, whether now or hereafter in effect, in each case, applicable to or binding on such Person or any of its properties or to which such Person or any of its properties is subject.

“ Loan ” has the meaning set forth in the introductory paragraph.

“ Maker ” has the meaning set forth in the introductory paragraph.

“ Maturity Date ” means the earlier of (a) the date that is ten days after the initial closing of the Private Offering; (b) December 31, 2017; and (c) the date on which all amounts under this Note shall become due and payable pursuant to Section 6 .

“ Note ” has the meaning set forth in the introductory paragraph.

“ Noteholder ” has the meaning set forth in the introductory paragraph.

“ Order ” as to any Person, means any order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case, applicable to or binding on such Person or any of its properties or to which such Person or any of its properties is subject.

“ Parties ” has the meaning set forth in the introductory paragraph.

“ Person ” means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority or other entity.

“ Private Offering ” means a private offering of capital stock of Maker, including any extended or supplemental offering, for raising funds in an amount not less than $10,000,000 from investors.

2. Final Payment Date; Optional Prepayments .

2.1 Final Payment Date . The aggregate unpaid principal amount of the Loan, all accrued and unpaid interest and all other amounts payable under this Note shall be due and payable on the Maturity Date.

2.2 Optional Prepayment . The Maker may prepay the Loan in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid and all accrued interest thereon to the date of prepayment. No prepaid amount may be reborrowed.

3. Interest .

3.1 Interest Rate . Except as otherwise provided herein, the outstanding principal amount of the Loan made hereunder shall bear interest at the Interest Rate from the date of this Note until the Loan is paid in full, whether at maturity, upon acceleration, by prepayment or otherwise.

3.2 Interest Payment Dates . Interest shall be payable in arrears to the Noteholder monthly on the first day of each month, with the first interest payment due March 1, 2017.

3.3 Default Interest . If any payment of principal or interest hereof is more than 30 calendar days delinquent, whether or not notice of default has been given, and at the option of the Noteholder by written notice to Maker, Maker shall pay interest on the entire principal balance and any other amounts due under this Note at the rate equal to the Default Rate. The Default Rate shall be computed from the date which is 30 days following the date the payment was due, and shall continue until the payment is made. Amounts of interest accrued at the Default Rate shall constitute part of the Loan. This paragraph, however, shall not be construed as an agreement or privilege to extend the date of the payment of the Loan, or as a waiver of any other right or remedy accruing to Noteholder by reason of the occurrence of any Event of Default.

3.4 Computation of Interest . All computations of interest shall be made on the basis of a year of 365/366 days, as the case may be, and the actual number of days elapsed. Interest shall accrue on the Loan beginning on the date hereof, and shall not accrue on the Loan on the day on which it is paid.

4. Payment Mechanics .

4.1 Manner of Payment . All payments of interest and principal shall be made in lawful money of the United States of America on the date on which such payment is due, without set-off or deduction of any kind, by cashier’s check delivered to the address as set forth in, or otherwise provided pursuant to, the notice provisions hereof or by wire transfer of immediately available funds to the Noteholder’s account at a bank specified by the Noteholder to the Maker from time to time.

4.2 Application of Payments . All payments made hereunder shall be applied first, to the payment of any fees or charges outstanding hereunder, second, to accrued interest and third, to the payment of the principal amount outstanding under the Note.

4.3 Business Day Convention . Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension will be taken into account in calculating the amount of interest payable under this Note.

5. Events of Default . The occurrence of any of the following shall constitute an Event of Default hereunder:

5.1 Failure to Pay . The Maker fails to pay any amount of the Loan within ten calendar days after the date Noteholder gives notice that the amount is due.

5.2 Late Fee . If any installment payable under this Note (including the final installment due on the Maturity Date) is not received by Noteholder on or prior to ten calendar days after the same is due (without regard to any applicable cure or notice period, and regardless of whether notice of the failure to pay has been given), Maker shall pay to Noteholder upon demand an amount equal to two percent (2%) of such unpaid sum to defray the expenses incurred by Maker in handling and processing such delinquent payment and to compensate Maker for the loss of the use of such delinquent payment.

5.3 Bankruptcy .

(a) the Maker commences any case, proceeding or other action (i) under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or other relief with respect to him or his debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of his assets, or the Maker makes a general assignment for the benefit of his creditors;

(b) there is commenced against the Maker any case, proceeding or other action of a nature referred to in clause (a) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged or unbonded for a period of sixty days;

(c) there is commenced against the Maker any case, proceeding or other action seeking issuance of a warrant of attachment, execution or similar process against all or any substantial part of his assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within sixty days from the entry thereof;

(d) the Maker takes any action in furtherance of, or indicating his consent to, approval of, or acquiescence in, any of the acts set forth in clause (a), (b) or (c) above; or

(e) the Maker is generally not, or is unable to, or admits in writing his inability to pay his debts as they become due.

6. Remedies . Upon the occurrence of an Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may, at his option by written notice to the Maker, (a) declare the entire principal amount of this Note, together with all accrued interest thereon and all other amounts payable hereunder, immediately due and payable and/or (b) exercise any or all of his rights, powers or remedies under applicable law; provided, however that, if an Event of Default described in Section 5.3 shall occur, the principal of and accrued interest on the Loan shall become immediately due and payable without any notice, declaration or other act on the part of the Noteholder.

7. Miscellaneous .

7.1 Notices .

(a) All payments, notices, requests or other communications required or permitted to be delivered hereunder shall be delivered in writing to such address as a Party may from time to time specify in writing.

(b) Notices shall be deemed to have been given (i) if mailed by certified or registered mail, four days after the date of mailing, (ii) if hand delivered, on the date of delivery, (iii) if sent by overnight courier service, on the day after the date of delivery to the courier, (iv) if sent by facsimile during the recipient’s normal business hours of the recipient, on the day sent (and if sent after normal business hours, on the opening of the recipient’s business on the next day that is not a Saturday, Sunday or federal legal holiday) and (v) if sent by email, on the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment).

7.2 Governing Law . This Note and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Note and the transactions contemplated hereby shall be governed by the laws of the State of Arizona.

7.3 Submission to Jurisdiction .

(a) The Maker hereby irrevocably and unconditionally (i) agrees that any legal action, suit or proceeding arising out of or relating to this Note may be brought in the federal or state courts of the State of Arizona located in Maricopa County, and (ii) submits to the jurisdiction of any such court in any such action, suit or proceeding, and (iii) agrees that the venue for any such action, suit or proceeding shall be only in such courts. Final judgment against the Maker in any action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment.

(b) Nothing in this Section 7.3 shall affect the right of the Noteholder to (i) commence legal proceedings or otherwise sue the Maker in any other court having jurisdiction over the Maker or (ii) serve process upon the Maker in any manner authorized by the laws of any such jurisdiction.

7.4 Waiver of Jury Trial . THE MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.

7.5 Counterparts; Integration; Effectiveness . This Note and any amendments, waivers, consents or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all taken together shall constitute a single contract. This Note constitutes the entire contract between the Parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. Delivery of an executed counterpart of a signature page to this Note by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Note.

7.6 Waiver of Notice . The Maker hereby waives presentment, demand for payment, protest, notice of dishonor, notice of protest or nonpayment, notice of acceleration of maturity and diligence in connection with the enforcement of this Note or the taking of any action to collect sums owing hereunder.

7.7 Amendments and Waivers . No term of this Note may be waived, modified or amended except by an instrument in writing signed by both of the parties hereto. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

7.8 Headings . The headings of the various Sections and subsections herein are for reference only and shall not define, modify, expand or limit any of the terms or provisions hereof.

7.9 No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising on the part of the Noteholder, of any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

7.10 Severability . If any term or provision of this Note is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Note or invalidate or render unenforceable such term or provision in any other jurisdiction.

[ Signature page follows. ]

IN WITNESS WHEREOF, the Maker has executed this Note as of date first written above.

	MINN SHARES INC.

	By:	/s/ John Yeros
	Name:	John Yeros
	Title:	CEO

Accepted and agreed to by:

/s/ Danny R. Cuzick
Danny R. Cuzick

Signature Page to Promissory Note

Exhibit 4.29

PROMISSORY NOTE

February 1, 2017

$125,000.00

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, MINN SHARES INC., a Delaware corporation, on behalf of itself and its successors and assigns (collectively, the “ Maker ”), hereby unconditionally promises to pay to the order of Danny R. Cuzick (the “ Noteholder , ” and together with the Maker, the “ Parties ”), the principal amount of ONE HUNDRED TWENTY-FIVE THOUSAND AND 00/100 DOLLARS ($125,000) (the “ Loan ”), together with all accrued interest thereon, as provided in this Promissory Note (the “ Note , ” as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms).

1. Definitions . Capitalized terms used herein and not defined elsewhere in this Note shall have the meanings set forth in this Section 1 .

“ Default Rate ” means the Interest Rate plus five percent (5%) per annum.

“ Event of Default ” has the meaning set forth in Section 5 .

“ Interest Rate ” means the rate equal to six percent (6%) per annum, unless the Default Rate is applicable.

“ Loan ” has the meaning set forth in the introductory paragraph.

“ Maker ” has the meaning set forth in the introductory paragraph.

“ Maturity Date ” means the earlier of (a) the date of the closing of the Mini Offering; (b) the date that is 180 days from the date of this Note; and (c) the date on which all amounts under this Note shall become due and payable pursuant to Section 6 .

“ Mini Offering ” means a private offering of capital stock of the Maker (“ Minn Shares ”), to “friends and family” for raising funds in an amount of approximately $2,000,000 for the purposes of payment of indebtedness of Minn Shares.

“ Note ” has the meaning set forth in the introductory paragraph.

“ Noteholder ” has the meaning set forth in the introductory paragraph.

“ Parties ” has the meaning set forth in the introductory paragraph.

2. Final Payment Date; Optional Prepayments .

3. Interest .

3.2 Interest Payment Dates . Interest shall be payable in arrears to the Noteholder monthly on the first day of each month, with the first interest payment due March 1, 2017.

4. Payment Mechanics .

5. Events of Default . The occurrence of any of the following shall constitute an Event of Default hereunder:

5.1 Failure to Pay . The Maker fails to pay any amount of the Loan within ten calendar days after the date the Noteholder gives notice that the amount is due.

5.3 Bankruptcy .

(a) the Maker commences any case, proceeding or other action (i) under any existing or future law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or other relief with respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Maker makes a general assignment for the benefit of its creditors;

(c) there is commenced against the Maker any case, proceeding or other action seeking issuance of a warrant of attachment, execution or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within sixty days from the entry thereof;

(d) the Maker takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (a), (b) or (c) above; or

(e) the Maker is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due.

6. Remedies . Upon the occurrence of an Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may, at its option by written notice to the Maker, (a) declare the entire principal amount of this Note, together with all accrued interest thereon and all other amounts payable hereunder, immediately due and payable and/or (b) exercise any or all of its rights, powers or remedies under applicable law; provided, however that, if an Event of Default described in Section 5.2 shall occur, the principal of and accrued interest on the Loan shall become immediately due and payable without any notice, declaration or other act on the part of the Noteholder.

7. Miscellaneous .

7.1 Notices .

(b) Notices shall be deemed to have been given (i) if mailed by certified or registered mail, four days after the date of mailing, (ii) if hand delivered, on the date of delivery, (iii) if sent by overnight courier service, on the day after the date of delivery to the courier, (iv) if sent by facsimile during the normal business hours of the recipient, on the day sent (and if sent after normal business hours, on the opening of the recipient’s business on the next day that is not a Saturday, Sunday or federal legal holiday) and (v) sent by email, on the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment).

7.3 Submission to Jurisdiction .

7.8 Headings . The headings of the various Sections and subsections herein are for reference only and shall not define, modify, expand or limit any of the terms or provisions hereof.

[ Signature page follows. ]

IN WITNESS WHEREOF, the Maker has executed this Note as of date first written above.

	MINN SHARES INC.

	By:	/s/ John Yeros
	Name:	John Yeros
	Title:	CEO

Accepted and agreed to by:

/s/ Danny R. Cuzick
Danny R. Cuzick

Signature Page to Working Capital Note (Danny)

Exhibit 4.30

PROMISSORY NOTE

February 1, 2017

$50,000.00

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, MINN SHARES INC., a Delaware corporation, on behalf of itself and its successors and assigns (collectively, the “ Maker ”), hereby unconditionally promises to pay to the order of Damon R. Cuzick (the “ Noteholder , ” and together with the Maker, the “ Parties ”), the principal amount of FIFTY THOUSAND AND 00/100 DOLLARS ($50,000) (the “ Loan ”), together with all accrued interest thereon, as provided in this Promissory Note (the “ Note , ” as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms).