8-K

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): September 28, 2015

QUEST SOLUTION, INC.

(Exact name of registrant as specified in charter)

Delaware	000-09047	20-3454263
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

860 Conger Street, Eugene, OR 97402

(Address of Principal Executive Offices)

(541) 284-1476

(Registrant’s Telephone Number, Including Area Code)

2580 Anthem Village Dr., Henderson, NV 89052

(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 registrant under any of the following provisions:

[  ] 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))

Item 1.01. Entry into a Material Definitive Agreement.

Sale of Accounts and Security Agreement

On October 9, 2015, two wholly-owned subsidiaries, Quest Marketing, Inc., an Oregon corporation, and Bar Code Specialties, Inc., a California corporation (collectively, the “Sellers”) of Quest Solution, Inc., a Delaware corporation (the “Company”), entered into that certain Sale of Accounts and Security Agreement (the “SAS Agreement”) with Faunus Group International, Inc., a Delaware corporation (“FGI”), to establish a sale of accounts facility (the “FGI Facility”), whereby Sellers may offer to sell their accounts receivable to FGI each month during the term of the SAS Agreement, up to a maximum amount outstanding at any time of Fifteen Million Dollars ($15,000,000). Performance of Sellers’ obligations under the SAS Agreement is secured by a security interest in all of Sellers’ assets. FGI funded the FGI Facility and closed the transaction contemplated under the SAS Agreement on November 6, 2015.

The SAS Agreement has an initial term of thirty-six (36) months (the “Original Term”) and shall be extended automatically for an additional one (1) year for each succeeding term unless written notice of the termination is given by either party at least forty-five (45) days, but not more than ninety (90) days, prior to the end of the Original Term or any extension thereof. In the event Sellers terminate the SAS Agreement within eighteen (18) months following the commencement of the SAS Agreement, Sellers will be required to pay FGI an early termination fee in the amount of four hundred fifty thousand dollars ($450,000). In the event that Sellers terminate the SAS Agreement after the first eighteen (18) months, but prior to the end of the Original Term or any extension thereof, Sellers shall pay to FGI an early termination fee in the amount of two hundred twenty-five thousand dollars ($225,000). FGI may terminate the Agreement at any time by giving not less than sixty (60) days’ notice in which event, Sellers will not be required to pay any termination fee.

Pursuant to the FGI Facility, FGI can elect to purchase all of Seller’s right, title and interest in and to certain eligible accounts (“Purchased Accounts”). The interest rate on advances or borrowings under the FGI Facility will be the greater of (i) 5.50% per annum and (ii) 2.25% per annum above the prime rate, which shall be an annual rate, for any day, equal to (x) the prime rate for U.S. banks as published in The Wall Street Journal, or (y) if The Wall Street Journal, ceases to publish a prime rate, the average of the prime rates announced by the three largest U.S. money center commercial banks as determined by FGI.

Sellers also agreed to pay to FGI monthly collateral management fees of 0.37% per month of the original face amount of each Purchased Account for the period commencing upon the invoice date with respect to such Purchased Account while such Purchased Account is open on FGI’s books. Additionally, Sellers paid FGI a one-time facility fee in an amount equal to 1.0% of the FGI Facility upon entry into the SAS Agreement.

The SAS Agreement includes customary representations and warranties and default provisions for transactions of this type, and is subject to customary closing conditions.

The foregoing description of the material terms of the SAS Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated by reference herein.

Pursuant to the terms of the SAS Agreement, each of the Company, Viascan Group Inc., a Canadian corporation, Quest Exchange Ltd., a Canadian corporation, and certain Affiliates (as that term is defined in the SAS Agreement) of each party entered into Guaranty Agreements (the “Guaranty Agreements”) to guaranty the Sellers’ performance of the obligations under the SAS Agreement. Additionally, in connection with Sellers’ entry into the SAS Agreement, and to induce FGI to establish the FGI Facility, FGI and certain of the Company’s debt holders entered into Subordination Agreements (the “Subordination Agreements”), which provide that the payment of any and all Subordinated Debt (as defined in the Subordination Agreements) is subordinated to Sellers’ obligations under the FGI Facility. Finally, certain officers and Affiliates of the Company entered into certain Guaranty of Validity; Covenant Against Direct Collection; Subordination and Security Agreements with FGI in order to, in part, guarantee the representations, warranties and covenants made by the Sellers under the SAS Agreement.

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Viascan Group Acquisition Agreement

The Company entered into an Acquisition Agreement (the “Acquisition Agreement”), effective as of October 1, 2015 but which closed on November 6, 2015, simultaneous with the closing of the SAS Agreement with FGI, among the Company, Quest Exchange, Ltd., a Canadian corporation and a wholly-owned subsidiary of the Company (“Quest Exchange”), Viascan Group, Inc., a Canadian corporation (“Viascan Group”), and ViascanQData, Inc. a Canadian corporation (“ViascanQData”). Pursuant to the terms of the Acquisition Agreement, the Company acquired all of the issued and outstanding common shares of ViascanQData from Viascan Group, the sole shareholder of ViascanQData, in exchange for the issuance of 5,200,000 exchangeable shares of Quest Exchange, and two (2) subordinated promissory notes in the principal amounts of $1,000,000.00 and $500,000.00, respectively (as described in more detail herein). Each exchangeable share of Quest Exchange is exchangeable into one (1) share of the Company’s common stock at the election of Viascan Group or, in certain circumstances, of the Company.

The Acquisition Agreement includes customary representations and warranties and default provisions for transactions of this type, and is subject to customary closing conditions. The closing of the transactions contemplated by the Acquisition Agreement and the acquisition of all of the issued and outstanding shares of ViascanQData occurred on November 6, 2015.

In connection with the closing of the Acquisition Agreement, the Company also entered into the following agreements, each of which are effective as of October 1, 2015:

Exchangeable Share Support Agreement

The Company entered into an Exchangeable Share Support Agreement with Quest Exchange (the “Exchangeable Share Support Agreement”), whereby the Company agreed, among other things:

(a)	not to declare or pay dividends on shares of the Company’s common stock without simultaneously declaring or paying an equivalent dividend on the exchangeable shares of Quest Exchange;
(b)	to take all actions as are reasonably necessary to permit Quest Exchange to pay and otherwise perform its obligations under the Exchangeable Share Support Agreement;
(c)	to reserve such number of shares of the Company’s common stock as is equal to the number of exchangeable shares of Quest Exchange issued and outstanding from time to time; and
(d)	to issue and deliver to Quest Exchange the requisite number of shares of the Company’s common stock upon the retraction or redemption of the exchangeable shares of Quest Exchange, as the case may be, in accordance with their terms.

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Voting and Exchange Agreement

The Company entered into a Voting and Exchange Agreement among the Company, Quest Exchange and Viascan Group (the “Voting and Exchange Agreement”), whereby the Company agreed to, among other things, issue to Viascan Group a special voting share of the Company in order to enable Viascan Group to execute certain voting and exchange rights from time to time of the exchangeable shares of Quest Exchange.

Employment Agreements

Concurrent with the closing of the Acquisition Agreement, and effective as of October 1, 2015, the Company entered into Employment Agreements with the following former employees (the “Employees”) of Viascan Group (the “Employment Agreements”):

● Gilles Gaudreault;

● Jean-Paul Chartier;

● Denis Kurdi; and

● Bertrand Martelle.

The Employment Agreements provide for a base salary for each of the Employees, in addition to one-time sign-on or performance bonuses, as well as customary confidentiality, non-solicitation, non-disparagement and cooperation provisions.

The foregoing description of the material terms of each of the Acquisition Agreement, the Exchangeable Share Support Agreement, the Voting and Exchange Agreement and the Employment Agreements are not complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8, respectively, to this current report on Form 8-K and are incorporated by reference herein.

Amendment to Settlement Agreement

On August 27, 2015, the Company entered into an Omnibus Settlement Agreement (the “Settlement Agreement”) with its former President, Kurt Thomet (“Thomet”). Under the terms of the Settlement Agreement, the Company was required to pay Thomet $7,036,000.00 as full satisfaction for two (2) promissory notes held by Thomet by September 30, 2015. Related to the Company’s entry into the FGI Facility and acquisition of ViascanQData, which occurred after September 30, 2015, the Company was unable to make such payments to Thomet and was required to amend the terms of the Settlement Agreement. The Settlement Agreement was previously filed with the Securities and Exchange Commission on September 3, 2015 as Exhibit 10.1 to the Company’s Current Report on Form 8-K.

On October 19, 2015, the Company and Thomet entered into that certain First Amendment to the Omnibus Settlement Agreement (the “Settlement Agreement Amendment”), which modified the payment schedule under the Settlement Agreement. The foregoing description of the material terms of the Settlement Agreement Amendment is not complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.9 to this current report on Form 8-K and are incorporated by reference herein. Due to a delay in the funding of the FGI Facility, Thomet and the Company agreed to postpone payments due under the Settlement Agreement Amendment. The Company made certain of its required payments to Thomet on November 5, 2015.

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Concurrent with Settlement Agreement Amendment, Thomet also executed a Subordination Agreement with FGI, which provided that the payment of any and all Subordinated Debt (as defined in the Settlement Agreement) is subordinated to the obligations of the Company to FGI in connection with the FGI Facility and the SAS Agreement.

Wells Fargo Pay-Out

On November 5, 2015, Wells Fargo Bank, National Association (“Wells Fargo”) accepted full payment of all obligations of the Company and Sellers (together the “Borrowers”) under that certain Credit Agreement, dated December 31, 2014, as amended from time to time (the “Existing Credit Agreement”), terminated the Existing Credit Agreement and released Wells Fargo’s security interests in Sellers’ collateral. The Borrowers paid to Wells Fargo $746,930.34 representing payment for all unpaid principal, interest, fees, costs and expenses under the Existing Credit Agreement, as well as funds for additional reserves (the “Pay-Out Amount”).

Notwithstanding the pay-out of Wells Fargo with respect to the amounts owed under the Existing Credit Agreement, Wells Fargo will continue to offer Borrowers, on an interim basis, depository account services and treasury management products. Further, Borrowers will continue to maintain in effect a letter of credit number with Wells Fargo, issued by Wells Fargo in favor of Barrington Bank & Trust Company, pursuant to the terms of the Existing Credit Agreement and any letter of credit agreement entered into between Wells Fargo and Borrowers.

Item 2.01. Completion of Acquisition or Disposition of Assets.

Pursuant to the Acquisition Agreement, the Company acquired all of the issued and outstanding common shares of ViascanQData from Viascan Group in exchange for the issuance of 5,200,000 exchangeable shares of Quest Exchange. Each exchangeable share of Quest Exchange is exchangeable into one (1) share of the Company’s common stock at the election of Viascan Group or, in certain circumstances, of the Company.

The closing of the transactions contemplated by the Acquisition Agreement and the acquisition of all of the issued and outstanding shares of ViascanQData occurred on November 6, 2015 and was effective as of October 1, 2015. In accordance with the closing of the Acquisition Agreement, the Company, among other things, issued an aggregate of:

(a)	5,200,000 exchangeable shares of Quest Exchange;
(b)	Subordinated Promissory Note in the original principal amount of $1,000,000.00 (“Viascan Promissory Note 1”); and
(c)	Subordinated Promissory Note in the original principal amount of $500,000.00 (“Viascan Promissory Note 2,” and together with Viascan Promissory Note 1, the “Viascan Promissory Notes”),

to Viascan Group in exchange for all of the issued and outstanding shares of ViascanQData, on the basis of one (1) exchangeable share of Quest Exchange for every one (1) share of ViascanQData.

As of November 6, 2015, the Company had approximately 43,000,000 shares of its common stock issued and outstanding, including those shares of its common stock issuable, upon exchange of the 5,200,000 exchangeable shares of Quest Exchange. As of November 6, 2015, the Viascan Group held approximately 12.0% of the Company’s issued and outstanding common stock, including those shares of the Company’s common stock issuable to Viascan Group upon exchange of the 5,200,000 exchangeable shares of Quest Exchange.

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Viascan Promissory Note 1 bears interest at a rate of 6.0% annually and is due and payable on or prior to January 31, 2016. Sums due under Viascan Promissory Note 1 may be reduced or offset by any amount Viascan Group owes to the Company under the terms of the Acquisition Agreement related to any representations, warranties, covenants or indemnification, or any other amount owed to the Company by Viascan Group. Viascan Promissory Note 1 is expressly subordinated in right of payment to the prior payment in full of all of the Company’s Senior Indebtedness (as that term is defined in Viascan Promissory Note 1).

Viascan Promissory Note 2 bears interest at a rate of 6.0% annually and is due and payable in forty-eight (48) consecutive monthly installments of $11,742.51. Sums due under Viascan Promissory Note 2 may be reduced or offset by any amount Viascan Group owes to the Company under the terms of the Acquisition Agreement related to any representations, warranties, covenants or indemnification, or any other amount owed to the Company by Viascan Group. Viascan Promissory Note 2 is expressly subordinated in right of payment to the prior payment in full of all of the Company’s Senior Indebtedness (as that term is defined in Viascan Promissory Note 2).

The Viascan Promissory Notes are debt obligations arising other than in the ordinary course of business, which constitute direct financial obligations of the Company.

ViascanQData was incorporated under the Canada Business Corporations Act. ViascanQData is in the business of supplying labels and ribbons for data collection products, and develops and provides data collection products and services in Canada. Effective October 1, 2015, the Company will operate ViascanQData as a wholly-owned subsidiary of the Company.

The foregoing description of the material terms of Viascan Promissory Notes are not complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 4.1 and 4.2, respectively, to this current report on Form 8-K and are incorporated by reference herein.

To the extent required by Items 1.01, 2.03 and 3.02 of Form 8-K, the information contained in this Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 28, 2015, the Company entered into that certain Notice and Offer of Settlement under an Amended and Restated Secured Subordinated Convertible Promissory Note (the “Zicman Settlement Agreement”) with George Zicman, an investor and employee of the Company (“Zicman”), pursuant to which Zicman agreed to settle debt obligations with the Company of approximately $1,617,000 in exchange for (i) 1,000,000 shares of restricted common stock at $0.357 per share, (ii) a fixed payment of $50,000 per month, beginning January 15, 2016, with a balloon payment due April 15, 2017, at 1.89%, expected to be approximately $426,500, and (iii) within thirty (30) days of the Zicman Settlement Agreement, a payment of Eighty-Four Thousand Dollars ($84,000).

The foregoing description of the material terms of the Zicman Settlement Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 10.10 to this current report on Form 8-K and is incorporated into this Item 2.03 by reference.

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On October 1, 2015, the Company and Jason Griffith (“Griffith”) entered into that certain Stock Redemption Agreement (the “Stock Redemption Agreement”), pursuant to which the Company redeemed from Griffith (i) 500,000 shares of the Company’s Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred”), and (ii) certain stock options to purchase up to 3,400,000 shares of the Company’s common stock at $0.50 per share (the “Griffith Stock Options”), in exchange for a promissory note in the principal amount of $3,120,000.00, (x) $1,500,000.00 of which shall be paid at the earlier closing of the FGI Facility or December 15, 2015, and (y) the remaining $1,620,000.00 to be paid monthly beginning February 1, 2016 and due February 1, 2020 (the “Griffith Promissory Note”).

The Griffith Promissory Note bears interest at a rate of 6.0% annually, and upon an Event of Default (as defined in the Griffith Promissory Note), would be convertible into shares of fully paid and nonassessable common stock of the Company. The indebtedness evidenced by the Griffith Promissory Note is subordinated, to the extent and in the manner set forth in the Griffith Promissory Note, in right of payment to the prior payment in full of all of Company’s Senior Indebtedness (as defined in the Griffith Promissory Note).

In connection with the Stock Redemption Agreement and Griffith Promissory Note, the Company and Griffith entered into that certain Security Agreement (the “Security Agreement”), pursuant to which the Company granted in favor of Griffith a security interest in the Collateral (as defined in the Security Agreement). Pursuant to the terms of the Security Agreement, Griffith granted to the Collateral Agent (as defined in the Security Agreement), a continuing lien and security interest in and to all of Griffith’s right, title and interest in the Griffith Stock Options.

The foregoing descriptions of the material terms of each of the Stock Redemption Agreement, Griffith Promissory Note and the Security Agreement are not complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 10.11, 4.3 and 10.12, respectively, to this current report on Form 8-K and are incorporated into this Item 2.03 by reference.

On October 8, 2015, the Company entered into that certain Second Amendment to Secured Subordinated Convertible Promissory Note (the “Second Amendment”) with David Marin, an investor and employee of the Company (“Marin”), pursuant to which the Company and Marin agreed to modify the payment schedule of Marin’s secured subordinated convertible promissory note, dated November 21, 2014, in the original principal amount of $11,000,000.00 (the “Marin Note”). Under the terms of the Second Amendment, the Company agreed to pay to Marin $100,000 within five (5) business days’ of the signing of the Second Amendment and, upon the closing of one or more financings by the Company that raise in the aggregate $10,000,000.00 (not including the FGI Facility), a $1,000,000.00 payment toward the Marin Note. The Second Amendment further modified the payment schedule of the Marin Note, providing for Maximum Payments and True-Up Payments (as those terms are defined in the Second Amendment) to Marin, contingent upon the occurrence of the Company’s regular monthly payments. Due to a delay in the funding of the FGI Facility, Marin and the Company agreed to postpone payments due under the Second Amendment, which were made by the Company to Marin on November 9, 2015.

The foregoing description of the material terms of the Second Amendment is not complete and is qualified in its entirety by reference to the full text of such agreement, which is filed as Exhibit 4.4 to this current report on Form 8-K and is incorporated into this Item 2.03 by reference.

To the extent required by Items 1.01 and 3.02 of Form 8-K, the information contained in this Item 2.03 of this Current Report on Form 8-K is incorporated by reference herein.

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Item 3.02. Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information contained in Items 1.01 and 2.03 of this Current Report on Form 8-K are incorporated by reference to this Item 3.02.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Acquisition Agreement, Thomas O. Miller, the Company’s current Chief Executive Officer, President and Chairman of the Board of Directors (the “Board”), resigned from his position as Chief Executive Officer, effective October 1, 2015. Mr. Miller will remain as the Company’s President and Chairman of the Board.

The Company and Mr. Miller previously entered into that certain Employment Agreement, dated May 1, 2015, as amended by that certain First Amendment to Employment Agreement, dated September 3, 2015 (together, the “Miller Employment Agreement”), which set forth the terms and conditions of Mr. Miller’s employment, including, among other things, Mr. Miller’s title, salary, bonuses and termination and severance provisions. Effective October 1, 2015, the Miller Employment Agreement was further amended to delete Mr. Miller’s existing title as Chief Executive Officer (the “Miller Employment Agreement Amendment”). The above description of the Miller Employment Agreement Amendment is not complete and is qualified by reference to the complete document. A copy of the Employment Agreement Amendment is filed as Exhibit 10.13 to this report and is incorporated into this Item 5.02 by reference.

Simultaneous with the resignation of Mr. Miller as Chief Executive Officer and pursuant to the terms of the Acquisition Agreement, Gilles Gaudreault, was appointed as the Company’s Chief Executive Officer, effective October 1, 2015. Mr. Gaudreault, age 58, has significant experience as a senior manager, member of executive committees and as an owner of various corporations involved in industrial and high technology sectors, and has extensive knowledge of strategic planning, logistics, finance, IPOs and other specialized financings. Since 2007, Mr. Gaudreault has acted as the President and Chief Executive Officer of L2g Advisory Services, Inc., a company involved in upper management coaching for mid-size corporations. Since 2013, Mr. Gaudreault has acted as the Chief Executive Officer of the Shareholder, which specializes in data collection and management, including software design, hardware resales and manufacturing of labels and ribbons for various applications. Mr. Gaudreault attended Collège Bois-de-Boulogne from 1977-1980, receiving a degree in administration, the Université du Québec à Montréal from 1982-194, receiving a degree in finance, and has received other professional certificates from Dawson College and McGill College.

As described above in Item 1.01 of this Current Report on Form 8-K, simultaneous with Mr. Gaudreault’s appointment as Chief Executive Officer of the Company, the Company and Mr. Gaudreault entered into an Employment Agreement, effective as of October 1, 2015 (the “Gaudreault Employment Agreement”). The Gaudreault Employment Agreement has an initial term of two (2) years (the “Gaudreault Term”), which Gaudreault Term shall automatically renew for one (1) year periods. Mr. Gaudreault’s employment with the Company shall continue until the earlier of (i) the end of the Gaudreault Term, or (ii) until Mr. Gaudreault’s cessation of employment with the Company for any reason or without reason (the “Gaudreault Employment Period”). Mr. Gaudreault’s initial base salary shall be $200,000.00 per year. Mr. Gaudreault shall receive (i) a one-time sign-on bonus of 100,000 shares of restricted common stock and (ii) a performance bonus based on the Company’s operational and financial performance.

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During the Gaudreault Employment Period, Mr. Gaudreault’s employment with the Company shall be at-will and may be terminated by either the Company or Gaudreault at any time, and for any reason. In the event the Company terminates Mr. Gaudreault’s employment with the Company prior to the expiration of the Gaudreault Employment Period for any reason or in the event Mr. Gaudreault resigns from the Company voluntarily, then the Company shall pay to Mr. Gaudreault the Separation Benefits (as that term is defined in the Gaudreault Employment Agreement). In the event Mr. Gaudreault voluntarily resigns for Good Reason (as defined in the Gaudreault Employment Agreement) or the Company terminates Mr. Gaudreault’s employment for any reason other than for Cause (as defined in the Gaudreault Employment Agreement), then the Company shall pay to Mr. Gaudreault the Termination Benefits (as defined in the Gaudreault Employment Agreement).

The Gaudreault Employment Agreement also contains customary confidentiality and nondisparagement provisions.

The above description of the Gaudreault Employment Agreement is not complete and is qualified by reference to the complete document. A copy of the Gaudreault Employment Agreement is filed as Exhibit 10.5 to this report and is incorporated into this Item 5.02 by reference.

In addition to Mr. Gaudreault’s appointment as Chief Executive Officer of the Company, he was also appointed as a member of the Board, effective October 1, 2015. The Board previously increased its size from three (3) to five (5) members and is appointing Mr. Gaudreault to fill the remaining vacancy.

Other than the Gaudreault Employment Agreement, there are no arrangements or understandings between Mr. Gaudreault and any other person pursuant to which Mr. Gaudreault was appointed to serve as the Chief Executive Officer or member of the Board. Other than the Gaudreault Employment Agreement, there are no transactions in which Mr. Gaudreault had or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act.

To the extent required by Item 1.01 of Form 8-K, the information contained in Item 5.02 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Certificate of Designation

The Company filed a Certificate of Designation of Series B Preferred Stock with the Delaware Secretary of State on October 10, 2015, pursuant to the Board’s unanimous approval, at a meeting held on October 1, 2015, to create a series of convertible preferred stock designated as Series B Preferred Stock (the “Series B Preferred Stock”). The shares of Series B Preferred Stock shall have a par value of $0.001 per share and each shall constitute one (1) share. The following description of the Certificate of Designation of Series B Preferred Stock is not complete and is qualified by reference to the complete document. A copy of the Certificate of Designation of Series B Preferred Stock is filed as Exhibit 3.1 to this report and is incorporated into this Item 5.03 by reference.

Dividend and Distribution Rights

Except as required by applicable law or as authorized by the provisions of the Voting and Exchange Agreement, neither holder nor the owner, if different, of the Series B Preferred Stock is entitled to receive any dividends or distributions of the Company, whether payable in cash, property or in share of capital stock.

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Voting, Conversion and Other Rights

The holder of Series B Preferred Stock is entitled to a number of shares equal to the number of exchangeable shares of stock in Quest Exchange held by Viascan Group. The exchange rights and automatic exchange provisions applicable to the Series B Preferred Stock are set forth in Article 4 of the Voting and Exchange Agreement. The remaining powers, designations, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions of the Series B Preferred Stock are set forth in the Voting and Exchange Agreement and shall terminate in accordance with the terms of the Voting and Exchange Agreement.

Voting, Conversion and Other Rights

Except as authorized by the Voting and Exchange Agreement, in the event of any liquidation, dissolution or winding up of the Company, the holder of Series B Preferred Stock shall not be entitled to receive any assets of the Company available for distribution to its stockholders.

Item 8.01. Other Events.

Effective October 1, 2015, the Company changed the location of its principal executive corporate office. The new address is 860 Conger Street, Eugene, Oregon 97402.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
3.1	Certificate of Designation of Series B Preferred Stock of Quest Solution, Inc.
4.1	$1,000,000 Subordinated Promissory Note, dated October 1, 2015, from Quest Solution, Inc. to Viascan Group, Inc.
4.2	$500,000 Subordinated Promissory Note, dated October 1, 2015, from Quest Solution, Inc. to Viascan Group, Inc.
4.3	$3,120,000 Secured Subordinated Convertible Promissory Note, from Quest Solution, Inc. to Jason F. Griffith
4.4	Second Amendment to Secured Subordinated Convertible Promissory Note, by and between Quest Solution, Inc. and David Marin
10.1	Sale of Accounts and Security Agreement, by and among Quest Marketing, Inc., Bar Code Specialties, Inc. and Faunus Group International, Inc.
10.2	Acquisition Agreement, by and among the Quest Solution, Inc., Quest Exchange, Ltd., Viascan Group, Inc. and ViascanQData
10.3	Exchangeable Share Support Agreement, between Quest Solution, Inc. and Quest Exchange, Ltd.
10.4	Voting Exchange Agreement, by and among the Quest Solution, Inc., Quest Exchange, Ltd., Viascan Group, Inc. and ViascanQData
10.5	Employment Agreement, by and between Quest Solution, Inc. and Gilles Gaudreault
10.6	Employment Agreement, by and between Quest Solution, Inc. and Jean-Paul Chartier
10.7	Employment Agreement, by and between Quest Solution, Inc. and Denis Kurdi
10.8	Employment Agreement, by and between Quest Solution, Inc. and Bertrand Martelle
10.9	First Amendment to Omnibus Settlement Agreement, by and between Quest Solution, Inc. and Kurt Thomet
10.10	Notice and Offer of Settlement under Amended and Restated Secured Subordinated Convertible Promissory Note, by and between Quest Solution, Inc. and George Zicman
10.11	Stock Redemption Agreement, by and between Quest Solution, Inc. and Jason F. Griffith
10.12	Security Agreement, by and between Quest Solution, Inc. and Jason F. Griffith
10.13	Second Amendment to Employment Agreement, by and between Question Solution, Inc.    and Thomas O. Miller

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SIGNATURE

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.

Date: November 10, 2015

QUEST SOLUTION, INC.
By:	/s/ Thomas O. Miller
	Thomas O. Miller
	President

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Certificate of Designation of Series B Preferred Stock of Quest Solution, Inc.
4.1	$1,000,000 Subordinated Promissory Note, dated October 1, 2015, from Quest Solution, Inc. to Viascan Group, Inc.
4.2	$500,000 Subordinated Promissory Note, dated October 1, 2015, from Quest Solution, Inc. to Viascan Group, Inc.
4.3	$3,120,000 Secured Subordinated Convertible Promissory Note, from Quest Solution, Inc. to Jason F. Griffith
4.4	Second Amendment to Secured Subordinated Convertible Promissory Note, by and between Quest Solution, Inc. and David Marin
10.1	Sale of Accounts and Security Agreement, by and among Quest Marketing, Inc., Bar Code Specialties, Inc. and Faunus Group International, Inc.
10.2	Acquisition Agreement, by and among the Quest Solution, Inc., Quest Exchange, Ltd., Viascan Group, Inc. and ViascanQData
10.3	Exchangeable Share Support Agreement, between Quest Solution, Inc. and Quest Exchange, Ltd.
10.4	Voting Exchange Agreement, by and among the Quest Solution, Inc., Quest Exchange, Ltd., Viascan Group, Inc. and ViascanQData
10.5	Employment Agreement, by and between Quest Solution, Inc. and Gilles Gaudreault
10.6	Employment Agreement, by and between Quest Solution, Inc. and Jean-Paul Chartier
10.7	Employment Agreement, by and between Quest Solution, Inc. and Denis Kurdi
10.8	Employment Agreement, by and between Quest Solution, Inc. and Bertrand Martelle
10.9	First Amendment to Omnibus Settlement Agreement, by and between Quest Solution, Inc. and Kurt Thomet
10.10	Notice and Offer of Settlement under Amended and Restated Secured Subordinated Convertible Promissory Note, by and between Quest Solution, Inc. and George Zicman
10.11	Stock Redemption Agreement, by and between Quest Solution, Inc. and Jason F. Griffith
10.12	Security Agreement, by and between Quest Solution, Inc. and Jason F. Griffith
10.13	Second Amendment to Employment Agreement, by and between Question Solution, Inc.    and Thomas O. Miller

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EX-3.1

CERTIFICATE OF DESIGNATION OF
SERIES B PREFERRED STOCK OF
QUEST SOLUTION, INC.

Quest Solution, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) thereof.

HEREBY CERTIFIES:

RESOLVED that the Corporation’s Board of Directors (the “Board”) adopted, by unanimous approval at a meeting of the Board on October 1, 2015, the following resolution creating a series of Preferred Stock designated as Series B Preferred Stock.

SECTION 1

DESIGNATION AND AUTHORIZATION

1.1. Designation. Such series of Convertible Preferred Stock is hereby designated as Series B Preferred Stock. Shares of the Series B Preferred Stock have a par value of $.001 per share. In accordance with the terms hereof, each share of Series B Preferred Stock shall have the same relative rights as, and be identical in all respects with, each other share of Series B Preferred Stock.

1.2. Authorization. The number of shares constituting the Series B Preferred Stock shall be 1 share.

SECTION 2

DIVIDEND AND DISTRIBUTION RIGHTS

Except as required by applicable law or as authorized by the provisions of a proposed Voting and Exchange Agreement to be entered into between and among the Corporation, Quest Exchange, Ltd., a wholly-owned subsidiary of the Corporation (“Quest Exchange”), and Viascan Group, Inc., a copy of which is attached as Exhibit “A” hereto (the “Voting Agreement”), neither the holder nor the owner, if different, of the Series B Preferred Stock shall be entitled to receive any dividends or distributions of the Corporation, whether payable in cash, property or in shares of capital stock.

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SECTION 3

VOTING, CONVERSION AND OTHER RIGHTS

The Series B Preferred Stock shall have the following rights:

(a)	The holder of the Series B Preferred Stock shall be entitled to a number of votes equal to the number of non-voting exchangeable shares in the capital of Quest Exchange (the “Exchangeable Shares”) outstanding on the record date for determining stockholders entitled to vote at the applicable Parent Meeting (as such term is defined in the Voting Agreement) or in connection with the applicable Parent Consent (as such term is defined in the Voting Agreement), other than those held by the Corporation or its Affiliates (as such term is defined in the Voting Agreement);
(b)	The exchange rights and automatic exchange provisions applicable to the Series B Preferred Stock shall be as set out in Article 4 of the Voting Agreement; and
(c)	The remaining powers, designations, preferences and relative, participating, optional and other rights, and the qualifications, limitations and restrictions of the Series B Preferred Stock shall be as otherwise provided in the Voting Agreement, and shall terminate pursuant to and in accordance with the Voting Agreement.

SECTION 4

LIQUIDATION

Except as authorized by the provisions of the Voting Agreement, in the event of any liquidation, dissolution or winding up of the Corporation, holders of the Series B Preferred Stock shall not be entitled to receive any assets of the Corporation available for distribution to its stockholders.

[Signature on following page]

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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officers to be effective the 1^st day of October, 2015.

QUEST SOLUTION, INC.

By:	/s/ Tom Miller
Title:	Chief Executive Officer

Attest:
By:	/s/ Scot Ross
Title:	Chief Financial Officer

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EX-4.1

SUBORDINATED PROMISSORY NOTE

$1,000,000.00 October 1, 2015

FOR VALUE RECEIVED, the undersigned, QUEST SOLUTION, INC., a Delaware corporation, (the “Maker”), promises to pay VIASCAN GROUP, INC., a Canadian corporation (the “Holder”), the principal amount of One Million and No/100 Dollars ($1,000,000.00), plus accrued interest, if any, as set forth below.

This promissory note (this “Note”) is given to evidence the obligation of the Maker to Holder in connection with the purchase of certain Shares as defined and understood pursuant that certain Acquisition Agreement, between and among Maker and Holder, dated as of the date hereof (the “Acquisition Agreement”). Any capitalized terms not specifically defined herein shall have the meaning set forth in the Acquisition Agreement.

1. Interest. Until the occurrence of an Event of Default (as defined below), this Note shall bear no interest. Upon the occurrence of an Event of Default, the unpaid principal portion of this Note shall bear simple, non-compounding interest at the rate of six percent (6%) per annum until this Note is paid in full. Interest on this Note shall be computed on the basis of the actual number of days elapsed in a year consisting of 360 days (twelve calendar months of thirty days).

2. Payment Obligation.

(a) The outstanding principal balance of this Note shall be due and payable on or prior to January 31, 2016.

(b) The sums due under this Note may, at the option of Maker, be reduced or offset by any amount Holder owes to Maker under the provisions of the Acquisition Agreement related to representations, warranties, covenants and/or indemnification, or any other amount owed by Holder to Maker.

(c) All payments required under this Note shall be calculated in United States dollars and paid in Canadian dollars using the arithmetic average of the daily exchange rates (e.g., CN Dollar/ US Dollar), during the five (5) day period preceding the payment, taken from The Wall Street journal, Eastern U.S. Edition, or, if such exchange rates are not available with respect to any given day, from the ‘Reuters Daily Rate Report’.

3. Default. The occurrence of any of the following shall constitute an “Event of Default” under this Note:

(a) failure to make any payment of principal or interest hereunder when due, which failure is not cured within five (5) days following Maker’s receipt of written notice from Holder; or

(b) the filing of a petition by or against the Maker under any provision of the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time, or under any similar law relating to bankruptcy, insolvency or other relief for debtors; or appointment of a receiver, trustee, custodian or liquidator of or for all or any part of the assets or property of the Maker; or the insolvency of the Maker; or the making of a general assignment for the benefit of creditors by the Maker.

Upon the occurrence of any Event of Default, the unpaid principal amount of this Note, and all such other amounts shall, at the option of Holder and after written notice to Maker, become immediately due and payable.

4. Prepayment. This Note may be prepaid in whole or in part at any time without the payment of any unearned interest, penalty, or premium. Unless otherwise expressly stated herein, each and every payment (including all partial payments or prepayments) received by Holder under this Note shall be applied first to outstanding interest and then to outstanding principal.

5. Subordination. The indebtedness evidenced by this Note is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all of Maker’s Senior Indebtedness, whether currently outstanding or incurred in the future by the Maker. “Senior Indebtedness” shall mean any existing or future line of credit, term loan or credit facility with any bank, lessor or other financial or lending institution approved by the Maker’s Board of Directors, provided that maximum principal amount of all Senior Indebtedness shall not exceed $15 million.

5.1 Insolvency Proceedings. If there shall occur any receivership, insolvency, assignment for the benefit of creditors, bankruptcy, reorganization, or arrangements with creditors (whether or not pursuant to bankruptcy or other insolvency laws), sale of all or substantially all of the assets, dissolution, liquidation, or any other marshalling of the assets and liabilities of the Maker, (a) no amount shall be paid by the Maker in respect of the principal balance, interest on or other amounts due with respect to this Note at the time outstanding, unless and until the principal and interest and other amounts payable in respect of the Senior Indebtedness then outstanding shall be paid in full, and (b) no claim or proof of claim shall be filed with the Maker by or on behalf of Holder that shall assert any right to receive any payments in respect of the principal balance and interest and other amounts payable on this Note except subject to the payment in full of the principal of and interest and other amounts payable in respect of all of the Senior Indebtedness then outstanding.

5.2 Further Assurances. By acceptance of this Note, Holder agrees to execute and deliver a customary form of subordination agreement if requested from time to time by holders of Senior Indebtedness; provided that such form shall not impose on Holder terms less favorable than those provided herein.

5.3 Subrogation. Subject to the payment in full of all Senior Indebtedness, Holder shall be subrogated to the rights of the holder(s) of such Senior Indebtedness (to the extent of the payments or distributions indefeasibly made to the holder(s) of such Senior Indebtedness pursuant to the provisions of this Section 5) to receive payments and distributions of assets of the Maker applicable to the Senior Indebtedness. No such payments or distributions applicable to the Senior Indebtedness shall, as between the Maker and its creditors, other than the holders of Senior Indebtedness and Holder, be deemed to be a payment by the Maker to or on account of this Note; and for purposes of such subrogation, no payments or distributions to the holders of Senior Indebtedness to which Holder would be entitled except for the provisions of this Section 5 shall, as between the Maker and its creditors, other than the holders of Senior Indebtedness and Holder, be deemed to be a payment by the Maker to or on account of the Senior Indebtedness.

5.4. No Impairment. Subject to the rights, if any, of the holders of Senior Indebtedness under this Section 5 to receive cash, securities or other properties otherwise payable or deliverable to the Holder, nothing contained in this Section 5 shall impair, as between the Maker and Holder, the obligation of the Maker, subject to the terms and conditions hereof, to pay to Holder the sums due under this Note when the same become due and payable, or shall prevent Holder, upon default hereunder, from exercising all rights, powers and remedies otherwise provided herein or by applicable law.

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6. Non-negotiable. Notwithstanding anything in the foregoing to the contrary, Holder shall not have any right to assign or negotiate this Note without the express written consent of Maker.

7. Assignment. Subject to the provisions of Section 6, the rights and obligations of the Maker and the Holder will be binding upon and inure to the benefit of the permitted successors, assigns, heirs, administrators and transferees of the parties.

8. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Maker and the Holder.

9. Notices. Any notice, request or other communication required or permitted hereunder will be in writing and shall be deemed to have been duly given if personally delivered or mailed by a nationally recognized overnight delivery services (e.g. Federal Express) at the respective addresses of the parties as set forth below, or emailed. Any party hereto may by notice so given change its address for future notice hereunder. Notice will conclusively be deemed to have been given when personally delivered or emailed or when deposited in the mail in the manner set forth above, and will be deemed to have been received when delivered.

If to the Maker:

Quest Solution, Inc.

PO Box 22736, Eugene, OR 97402

Attn: Tom Miller

Email: tmiller@questsolution.com

with a copy (but not as notice) to:

Baker, Donelson, Bearman, Caldwell and Berkowitz, PC

3414 Peachtree Road, Suite 1600, Atlanta, Georgia 30326

Attn: Joseph R. Delgado, Esq.

Email: jdelgado@bakerdonelson.com

If to the Holder:

Viascan Group, Inc.

8102 Route Transcanadienne,

Montreal, Quebec H4S 1M5.

Attn.: Gilles Gaudreault

Email: ggaudreault@viascanqdata.com

with a copy (but not as notice) to:

Martel, Cantin lawyers

1010, Sherbrooke St. W, suite 605, Montreal, Quebec, H3A 2R7

Attn: Thierry L. Martel

Email: thierrymartel@martelcantin.ca

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10. Excess Fees. Notwithstanding anything to the contrary contained herein, in no event shall the total of all charges payable under this Note which are or could be held to be in the nature of interest, exceed the maximum rate permitted to be charged under any applicable law. Should Holder receive any payment which is or would be in excess of that permitted to be charged under any applicable law, such payment shall be deemed to have been made in error and shall automatically either be reduced immediately to the maximum amount permitted by law or, if required to comply with applicable law, be canceled and, if theretofore paid, at the option of Holder, be refunded to the Maker or applied to reduce the principal balance outstanding on this Note.

11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding that body of law relating to conflict of laws.

12. Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

13. Time of the Essence. Time is of the essence of this Note.

14. Headings: References. All headings used herein are used for convenience only and will not be used to construe or interpret this Note.

IN WITNESS WHEREOF, the undersigned has issued this Note as of the date first above written.

MAKER:
Quest Solution, Inc.
By:	/s/ Thomas Miller
	Thomas Miller, Chief Executive Officer

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EX-4.2

SUBORDINATED PROMISSORY NOTE

$500,000.00 October 1, 2015

FOR VALUE RECEIVED, the undersigned, QUEST SOLUTION, INC., a Delaware corporation, (the “Maker”), promises to pay VIASCAN GROUP, INC., a Canadian corporation (the “Holder”), the principal amount of Five Hundred Thousand and No/100 Dollars ($500,000.00), plus accrued interest, as set forth below.

This promissory note (this “Note”) is given to evidence the obligation of the Maker to Holder in connection with the purchase of certain Shares as defined and understood pursuant that certain Acquisition Agreement, between and among Maker and Holder, dated as of the date hereof (the “Acquisition Agreement”). Any capitalized terms not specifically defined herein shall have the meaning set forth in the Acquisition Agreement.

1. Interest. From the date of issue, the unpaid principal portion of this Note shall bear simple, non-compounding interest at the rate of six percent (6%) per annum until this Note is paid in full. Interest on this Note shall be computed on the basis of the actual number of days elapsed in a year consisting of 360 days (twelve calendar months of thirty days).

2. Payment Obligation.

(a) This Promissory Note shall be due and payable in forty eight (48) consecutive equal monthly installments of $11,742.51 of principal and interest, with the first such payment due on the Closing Date, and each subsequent payment due each month (on the same date) thereafter until this Note is paid in full. Payments shall be applied first to interest accrued but unpaid on the outstanding principal balance of this Note and the residue thereof, if any, shall be applied to the payment of principal.

(b) The sums due under this Note may, at the option of Maker, be reduced or offset by any amount Holder owes to Maker under the provisions of the Acquisition Agreement related to representations, warranties, covenants and/or indemnification, or any other amount owed by Holder to Maker.

(c) All payments required under this Note shall be calculated in United States dollars and paid in Canadian dollars using the arithmetic average of the daily exchange rates (e.g., CN Dollar/ US Dollar), during the five (5) day period preceding the payment, taken from The Wall Street Journal, Eastern U.S. Edition, or, if such exchange rates are not available with respect to any given day, from the ‘Reuters Daily Rate Report’.

3. Default. The occurrence of any of the following shall constitute an “Event of Default” under this Note:

(a) failure to make any payment of principal or interest hereunder when due, which failure is not cured within five (5) days following Maker’s receipt of written notice from Holder; or

(b) the filing of a petition by or against the Maker under any provision of the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time, or under any similar law relating to bankruptcy, insolvency or other relief for debtors; or appointment of a receiver, trustee, custodian or liquidator of or for all or any part of the assets or property of the Maker; or the insolvency of the Maker; or the making of a general assignment for the benefit of creditors by the Maker.

Upon the occurrence of any Event of Default, (a) the unpaid principal amount of this Note shall bear simple, non-compounding interest at a rate of ten percent (10%) per annum; and (b) the unpaid principal amount of this Note, and all such other amounts shall, at the option of Holder and after written notice to Maker, become immediately due and payable.

4. Prepayment. This Note may be prepaid in whole or in part at any time without the payment of any unearned interest, penalty, or premium. Unless otherwise expressly stated herein, each and every payment (including all partial payments or prepayments) received by Holder under this Note shall be applied first to outstanding interest and then to outstanding principal.

5. Subordination. The indebtedness evidenced by this Note is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all of Maker’s Senior Indebtedness, whether currently outstanding or incurred in the future by the Maker. “Senior Indebtedness” shall mean any existing or future line of credit, term loan or credit facility with any bank, lessor or other financial or lending institution approved by the Maker’s Board of Directors, provided that maximum principal amount of all Senior Indebtedness shall not exceed $15 million.

5.1 Insolvency Proceedings. If there shall occur any receivership, insolvency, assignment for the benefit of creditors, bankruptcy, reorganization, or arrangements with creditors (whether or not pursuant to bankruptcy or other insolvency laws), sale of all or substantially all of the assets, dissolution, liquidation, or any other marshalling of the assets and liabilities of the Maker, (a) no amount shall be paid by the Maker in respect of the principal balance, interest on or other amounts due with respect to this Note at the time outstanding, unless and until the principal and interest and other amounts payable in respect of the Senior Indebtedness then outstanding shall be paid in full, and (b) no claim or proof of claim shall be filed with the Maker by or on behalf of Holder that shall assert any right to receive any payments in respect of the principal balance and interest and other amounts payable on this Note except subject to the payment in full of the principal of and interest and other amounts payable in respect of all of the Senior Indebtedness then outstanding.

5.2 Further Assurances. By acceptance of this Note, Holder agrees to execute and deliver a customary form of subordination agreement if requested from time to time by holders of Senior Indebtedness; provided that such form shall not impose on Holder terms less favorable than those provided herein.

5.3 Subrogation. Subject to the payment in full of all Senior Indebtedness, Holder shall be subrogated to the rights of the holder(s) of such Senior Indebtedness (to the extent of the payments or distributions indefeasibly made to the holder(s) of such Senior Indebtedness pursuant to the provisions of this Section 5) to receive payments and distributions of assets of the Maker applicable to the Senior Indebtedness. No such payments or distributions applicable to the Senior Indebtedness shall, as between the Maker and its creditors, other than the holders of Senior Indebtedness and Holder, be deemed to be a payment by the Maker to or on account of this Note; and for purposes of such subrogation, no payments or distributions to the holders of Senior Indebtedness to which Holder would be entitled except for the provisions of this Section 5 shall, as between the Maker and its creditors, other than the holders of Senior Indebtedness and Holder, be deemed to be a payment by the Maker to or on account of the Senior Indebtedness.

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5.4. No Impairment. Subject to the rights, if any, of the holders of Senior Indebtedness under this Section 5 to receive cash, securities or other properties otherwise payable or deliverable to the Holder, nothing contained in this Section 5 shall impair, as between the Maker and Holder, the obligation of the Maker, subject to the terms and conditions hereof, to pay to Holder the sums due under this Note when the same become due and payable, or shall prevent Holder, upon default hereunder, from exercising all rights, powers and remedies otherwise provided herein or by applicable law.

6. Non-negotiable. Notwithstanding anything in the foregoing to the contrary, Holder shall not have any right to assign or negotiate this Note without the express written consent of Maker.

7. Assignment. Subject to the provisions of Section 6, the rights and obligations of the Maker and the Holder will be binding upon and inure to the benefit of the permitted successors, assigns, heirs, administrators and transferees of the parties.

8. Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Maker and the Holder.

9. Notices. Any notice, request or other communication required or permitted hereunder will be in writing and shall be deemed to have been duly given if personally delivered or mailed by a nationally recognized overnight delivery services (e.g. Federal Express) at the respective addresses of the parties as set forth below, or emailed. Any party hereto may by notice so given change its address for future notice hereunder. Notice will conclusively be deemed to have been given when personally delivered or emailed or when deposited in the mail in the manner set forth above, and will be deemed to have been received when delivered.

If to the Maker:

Quest Solution, Inc.

PO Box 22736, Eugene, OR 97402

Attn: Tom Miller

Email: tmiller@questsolution.com

With a copy (but not as notice) to:

Baker, Donelson, Bearman, Caldwell and Berkowitz, PC

3414 Peachtree Road, Suite 1600, Atlanta, Georgia 30326

Attn: Joseph R. Delgado, Esq.

Email: jdelgado@bakerdonelson.com

If to the Holder:

Viascan Group, Inc.

8102 Route Transcanadienne,

Montreal, Quebec H4S 1M5.

Attn.: Gilles Gaudreault

Email: ggaudreault@viascanqdata.com

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with a copy (but not as notice) to:

Martel, Cantin lawyers

1010, Sherbrooke St. W, suite 605, Montreal, Quebec, H3A 2R7

Attn: Thierry L. Martel

Email: thierrymartel@martelcantin.ca

10. Excess Fees. Notwithstanding anything to the contrary contained herein, in no event shall the total of all charges payable under this Note which are or could be held to be in the nature of interest, exceed the maximum rate permitted to be charged under any applicable law. Should Holder receive any payment which is or would be in excess of that permitted to be charged under any applicable law, such payment shall be deemed to have been made in error and shall automatically either be reduced immediately to the maximum amount permitted by law or, if required to comply with applicable law, be canceled and, if theretofore paid, at the option of Holder, be refunded to the Maker or applied to reduce the principal balance outstanding on this Note.

11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding that body of law relating to conflict of laws.

12. Severability. If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note and the balance of the Note shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

13. Time of the Essence. Time is of the essence of this Note.

14. Headings: References. All headings used herein are used for convenience only and will not be used to construe or interpret this Note.

IN WITNESS WHEREOF, the undersigned has issued this Note as of the date first above written.

MAKER:
Quest Solution, Inc.
By:	/s/ Thomas Miller
	Thomas Miller, Chief Executive Officer

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EX-4.3

SECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE

U.S. $3,120,000	Henderson, NV
	October 1, 2015

FOR VALUE RECEIVED, Quest Solution, Inc., a Delaware corporation (the “Company” or “Debtor”), hereby promises to pay to the order of Jason F. Griffith, an individual, (together with his successors and assigns, the “Note Holder”) the principal sum of Three Million One Hundred Twenty Thousand Dollars ($3,120,000) in lawful money of the United States of America in immediately available funds, with interest on the outstanding principal amount at the rate provided below, with the payment of such principal and interest made in accordance with the instructions of the Note Holder and on the dates provided below. This Note is secured by a security interest granted to the Note Holder pursuant to a security agreement of even date herewith between the original Note Holder and the Debtor (the “Security Agreement”).

This Note will not have any bearing on any common stock of the Company owned by Griffith.

1. Interest.

1.1 The outstanding principal balance of this Secured Subordinated Convertible Promissory Note (this “Note”) shall accrue interest at a fixed rate of 6.00% per annum, commencing on the date of the Note. Interest shall be computed on the basis of a year of 365 days and the actual number of days elapsed. Interest shall be compounded monthly and shall be payable in arrears in accordance with Section 2 below.

1.2 Commencing on the day an Event of Default (as defined below) occurs, through and including the date that the Event of Default has been cured or waived (each such period a “Default Period”), in Note Holder’s sole discretion and without waiving any of Note Holder’s other rights or remedies, the principal amount of this Note shall bear interest at a rate that is six percent (6.0%) above the contractual rate set forth above (the “Default Rate”), or any lesser rate that Note Holder may deem appropriate, starting on the first day of the Default Period through the last day of that Default Period, or any shorter time period to which Note Holder may agree to in writing (in Note Holder’s discretion)

2. Payments.

2.1 The Company will make the first principal payment of $1,450,000 on the sooner of: the closing of mezzanine financing or December 15, 2015.

2.2 The balance of $1,620,000, and accrued interest on this Note from October 1, 2015 shall be paid in monthly installments equal to $ 39,000. Each monthly payment shall be payable no later than the first (1^st) of each month, with first payment due February 1, 2016, and provided that the remaining outstanding balance of this Note shall be due and payable in full on February 1, 2020. Each payment received by Note Holder shall be first applied to accrued and unpaid interest, then to principal, and then to any other amounts owing under this Note.

2.3 The Debtor shall have the right to prepay the principal amount of this Note at any time, in whole or in part, and from time to time, without penalty or premium, provided that (a) Debtor shall provide the Note Holder with at least ten (10) Business Days’ prior written notice of such prepayment to afford the Note Holder the opportunity to exercise his conversion rights hereunder, and (b) each such payment shall be accompanied by all accrued and unpaid interest to the date of any such prepayment. Any partial prepayment shall not reduce the amount of the required monthly payment under Section 2.1 above (provided that once the principal balance of this Note has been paid in full, then no further payments of principal shall be owing).

3. Events of Default. Each of the following events shall be an “Event of Default” under this Note:

(a) Debtor fails to pay any of the principal amount due under this Note or any accrued interest or other amounts owing under this Note within ten (10) Business Days of the date the same is due and payable under this Note;

(b) Debtor or any of its subsidiaries files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing;

(c) An involuntary petition is filed against Debtor or any of its subsidiaries (unless such petition is dismissed or discharged within sixty (60) days) under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of Debtor or its subsidiaries; or

(d) The Board of Directors or the stockholders of the Company shall have approved a Change in Control. For the purposes of this Note, a “Change of Control” means that either the Company or any subsidiaries including Quest Marketing (“QM”) or Bar Code Specialties, Inc. (“BCS”) shall, directly or indirectly, in one or more related transactions, (a) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, or (b) sell, assign, license, lease, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (c) consummate a stock purchase agreement or other business combination (including a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby after such transaction such other Person holds more than the 50% of the voting power of all classes of equity interests of the Company or QM or BCS, in each case taken together as a single class, or (d) sell, assign, license, lease, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of a subsidiary of the Company or QM or BCS to another Person.

(e) The Board of Directors authorizes any issuance of Series A Preferred shares or authorizes or attempts to authorize any changes to the voting rights of the Series A Preferred shares.

Upon the occurrence of an Event of Default hereunder, all unpaid principal, accrued interest and other amounts owing under or in connection with this Note shall, at the option of the Note Holder, and, in the case of an Event of Default pursuant to clauses (b) or (c) above, automatically, be immediately due, payable and collectible by Note Holder pursuant to applicable law.

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4. RESERVED.

5. Conversion. Upon the occurrence of any Event of Default, the Note Holder, at his sole discretion, at any time from that point forward shall have the right to convert all or any portion of the then-outstanding principal under this Note into shares of fully paid and nonassessable Common Stock. The number of shares of Common Stock to be issued upon any such conversion shall be equal to the quotient obtained by dividing the principal being converted at such time by the Conversion Price then in effect. Upon any such conversion, the accrued and unpaid interest on the Note shall be paid to Note Holder (x) in cash or (y) upon mutual agreement of the Company and Note Holder, in shares of Common Stock, with the number of shares of Common Stock to be issued equal to the quotient obtained by dividing such accrued and unpaid interest by the Conversion Price then in effect. “Common Stock” means the Company’s common stock, par value $0.001 per share.

5.1 Conversion Price. The “Conversion Price” as stated in Section 5 above shall be at a twenty five percent discount of the average closing bid price of the Common Stock for the prior five trading days, but shall be appropriately adjusted for stock splits, dividends and combinations with respect to the Common Stock such that the number of shares of Common Stock issuable upon conversion of the Note shall be increased or decreased in proportion to such increase or decrease in the aggregate number of shares of Common Stock outstanding as a result of such stock split, dividend or combination. In addition, in the event of distributions, recapitalizations and similar events with respect to the Common Stock, the Conversion Price shall be appropriately adjusted, or the Company shall take appropriate additional measures, such that upon any conversion of the Note, Note Holder shall receive such additional or other securities or property of the Company or otherwise, as if Note Holder had been the owner of the number of shares of Common Stock issuable upon conversion of this Note immediately prior to such distribution, recapitalization or other event.

5.2 Stock Dividends, Stock Splits and other Adjustments. In the event of any change in the number of shares of Common Stock deliverable or in the consideration payable to the Company upon exercise of such options or rights or upon conversion of or in exchange for such convertible or exchangeable securities, the Conversion Price, to the extent in any way affected by or computed using such options, rights or securities, shall be recomputed to reflect such change, but no further adjustment shall be made for the actual issuance of Common Stock or any payment of such consideration upon the exercise of any such options or rights or the conversion or exchange of such securities.

5.3 Reservation of Stock Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Note, at least such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of the outstanding principal; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all of the outstanding principal, in addition to such other remedies as shall be available to Note Holder, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.

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5.4 Fractional Shares. No fractional shares of any capital stock shall be issued upon conversion of this Note. In lieu thereof, the Company shall pay to Note Holder the amount of outstanding principal and interest that is not so converted, such payment to be in cash or by check.

5.5 Mechanics of Conversion. Any conversion of this Note shall be achieved by submitting to the Company the fully completed form of conversion notice attached hereto as Exhibit I, or a similar writing that conveys sufficient information to effect a conversion (a “Notice of Conversion”), executed by the Note Holder evidencing such Note Holder’s intention to convert this Note or the specified portion (as herein provided) hereof. A Notice of Conversion may be submitted via facsimile to the Company at the applicable telecopier number specified in writing by the Company, or by electronic mail to an officer of the Company, or by physical delivery of such Notice of Conversion to the Company at the address provided by the Company. Nothing herein shall operate to prohibit the parties from transmitting and receiving a Notice of Conversion by other means by mutual agreement. The Company and the Note Holder shall each keep records with respect to the portion of this Note then being converted and all portions previously converted; upon receipt by the Note Holder of the requisite shares pursuant to the Notice of Conversion, the outstanding principal amount of the Note shall be reduced by the amount specified in the Notice of Conversion resulting in such conversion shares. The date on which a notice of conversion is given (a “Conversion Date”) shall be deemed to be either the date on which the Company receives from the Note Holder a facsimile (or otherwise transmitted) Notice of Conversion duly executed, or, if earlier, the date set forth in such Notice of Conversion if the original Notice of Conversion is physically received by the Company within two (2) business days thereafter. In all cases, the Company shall cause all shares of stock to be issued pursuant to the Notice of Conversion to be delivered to the Holder within two (2) business days after the Conversion Date with respect to - Common Stock (as applicable) being delivered, and at the address specified for the Holder in the Notice of Conversion.

6. Agreement to Subordinate to Senior Debt. The indebtedness evidenced by this Note is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the prior payment in full of all of Company’s Senior Indebtedness, whether currently outstanding or incurred in the future by the Company. “Senior Indebtedness” shall mean any existing or future line of credit, term loan or credit facility with any bank, lessor or other financial or lending institution approved by the Company’s Board of Directors, provided that maximum principal amount of all Senior Indebtedness shall not exceed $15 million.

6.1 Insolvency Proceedings. If there shall occur any receivership, insolvency, assignment for the benefit of creditors, bankruptcy, reorganization, or arrangements with creditors (whether or not pursuant to bankruptcy or other insolvency laws), sale of all or substantially all of the assets, dissolution, liquidation, or any other marshalling of the assets and liabilities of the Company, (i) no amount shall be paid by the Company in respect of the principal balance, interest on or other amounts due with respect to this Note at the time outstanding, unless and until the principal and interest and other amounts payable in respect of the Senior Indebtedness then outstanding shall be paid in full, and (ii) no claim or proof of claim shall be filed with the Company by or on behalf of Note Holder that shall assert any right to receive any payments in respect of the principal balance and interest and other amounts payable on this Note except subject to the payment in full of the principal of and interest and other amounts payable in respect of all of the Senior Indebtedness then outstanding.

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6.2 Further Assurances. By acceptance of this Note, Note Holder agrees to execute and deliver a customary form of subordination agreement if requested from time to time by holders of Senior Indebtedness (up to the total maximum amount of $15 million as stated in Section 6 above); provided that such form shall not impose on Note Holder terms less favorable than those provided herein.

6.3 Subrogation. Subject to the payment in full of all Senior Indebtedness, Note Holder shall be subrogated to the rights of the holder(s) of such Senior Indebtedness (to the extent of the payments or distributions indefeasibly made to the holder(s) of such Senior Indebtedness pursuant to the provisions of this Section 6) to receive payments and distributions of assets of the Company applicable to the Senior Indebtedness. No such payments or distributions applicable to the Senior Indebtedness shall, as between the Company and its creditors, other than the holders of Senior Indebtedness and Note Holder, be deemed to be a payment by the Company to or on account of this Note; and for purposes of such subrogation, no payments or distributions to the holders of Senior Indebtedness to which Note Holder would be entitled except for the provisions of this Section 6 shall, as between the Company and its creditors, other than the holders of Senior Indebtedness and Note Holder, be deemed to be a payment by the Company to or on account of the Senior Indebtedness.

6.4 No Impairment. Subject to the rights, if any, of the holders of Senior Indebtedness under this Section 6 to receive cash, securities or other properties otherwise payable or deliverable to the Note Holder, nothing contained in this Section 6 shall impair, as between the Company and Note Holder, the obligation of the Company, subject to the terms and conditions hereof, to pay to Note Holder the Principal Amount hereof and interest hereon as and when the same become due and payable, or shall prevent Note Holder, upon default hereunder, from exercising all rights, powers and remedies otherwise provided herein or by applicable law. Notwithstanding any terms to the contrary in this Section 6, nothing herein (including an Event of Default) shall limit or restrict the right of the Note Holder to convert this Note into Series A preferred stock or Common Stock, in the Note Holder’s option, in the manner and at the times provided for in Section 5.

7. Miscellaneous Provisions.

7.1 Business Day. “Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are closed in the City of Los Angeles, California. If a payment is due hereunder on a day which is not a Business Day then payment shall be made on the following Business Day, and interest shall continue to accrue on the principal amount of such payment until paid.

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7.2 Other Indebtedness. Other than the Senior Indebtedness, no indebtedness of Debtor shall be senior in any respect to the indebtedness represented by this Note unless otherwise agreed to in writing by the Note Holder (in Note Holder’s sole discretion).

7.3 Waivers. Debtor each waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note, and shall pay all costs of collection when incurred, including, without limitation, reasonable attorneys’ fees, costs and other expenses. The right to plead any and all statutes of limitations as a defense to any demands hereunder is hereby waived to the full extent permitted by law.

7.4 Notices. Except when otherwise required by law, any notice which a party is required or may desire to give the other under or in connection with this Note shall be in writing and may be sent by personal delivery or by mail (either (i) by United States registered or certified mail, return receipt requested, postage prepaid, or (ii) by Federal Express or similar generally recognized overnight carrier regularly providing proof of delivery), addressed as provided below in this Section. Any notice so given by mail shall be deemed to have been given as of the date of delivery (whether accepted or refused) established by U.S. Post Office return receipt or the overnight carrier’s proof of delivery, as the case may be. Any such notice not so given shall be deemed given upon receipt of the same by the party to whom the same is to be given.

(i)	If to Note Holder, at:
	Jason Griffith
	2580 Anthem Village Drive
	Henderson, NV 89052
	Fax: (702) 974-4904
(ii)	If to Debtor at:
	c/o Quest Solution, Inc.
	860 Conger Street
	Eugene, OR 97402
	Attn: Chief Executive Officer
	Fax: (____) _________

7.5 Modification, Amendment, Waiver, etc. No modification, amendment or waiver of any provision of this Note, and no consent to any departure by Debtor here from, shall be effective unless the same shall be in writing and signed by Note Holder and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on Note Holder shall entitle Note Holder to any other or further notice or demand in the same, similar or other circumstances.

7.6 Costs and Expenses. Debtor shall pay or reimburse Note Holder on demand for all costs and expenses incurred by Note Holder in connection with this Note and any related documents, including all fees and disbursements of legal counsel to the Note Holder. Without limiting the generality of the foregoing, Debtor specifically agrees to pay, on demand, all fees, costs and disbursements of counsel to Note Holder for the services performed by such counsel in connection with any enforcement of this Note and the documents and instruments related or incidental thereto.

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7.7 Governing Law. This Note shall be governed by the laws of the State of Nevada, without giving effect to principles of conflicts of laws. For any litigation arising out of or relating to this Note, each of the parties hereto expressly consents to the personal and exclusive jurisdiction of the state and federal courts located in Clark County, Nevada and agrees not to commence any litigation relating thereto except in such courts, waives any objection to the laying of venue of any such litigation in such courts and agrees not to plead or claim in any such court that such litigation brought therein has been brought in an inconvenient forum.

7.8 Advisors. Each party shall bear its own fees and expenses (including the fees and disbursements of counsel and other professional advisors) incurred in connection with the negotiation, execution and delivery of this Agreement.

7.9 Successors and Assigns. The provisions of this Note shall inure to the benefit of and be binding on any successor to Debtor and shall extend to any holder hereof; provided that Quest Solution may not assign their rights and obligations under this Note. Note Holder may assign all or any part of Note Holder’s rights hereunder, without consent of the Debtor, to any party or upon death by will or intestacy, or for bona fide estate planning purposes, including to the Note Holder’s spouse, parent, sister, brother, child (natural or adopted), or any other direct lineal descendant of such Note Holder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Note Holder and/or any such family members.

7.10 Counterparts. This Note may be signed (including by facsimile) in any number of counterparts, each of which, shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals or have caused these presents to be duly executed and sealed the day and year first above written.

		QUEST SOLUTION, INC.
By:	/s/ JASON GRIFFITH	By:	/s/ TOM MILLER
	JASON GRIFFITH, an individual	Name:	TOM MILLER
		Title:	Chief Executive Officer

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EX-4.4

SECOND AMENDMENT TO
SECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE

This SECOND AMENDMENT TO SECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is entered into as of this 8th day of October, 2015 by and among Quest Solution, Inc., a Delaware corporation (the “Debtor”) and David Marin (the “Note Holder”).

RECITALS

WHEREAS, the Debtor and the Note Holder entered into a secured subordinated convertible promissory note entered into on November 21, 2014 in the original principal amount of $11,000,000, as amended by that certain Amendment to secured Subordinated Convertible Promissory Note dated December 2014 (collectively, the “Note”);

WHEREAS, the parties hereto desire to further amend the payment terms of the Note.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises contained herein and the agreement of Note Holder to enter into that certain Subordination Agreement with the Debtor’s new senior lender, Faunus Group International, Inc (the “Subordination Agreement”), the Debtor and the Note Holder, intending to be legally bound hereby agree:

1. Payment Modification. Within five (5) business days of signing this Amendment, Debtor agrees to pay to Note Holder $100,000. At the closing of one or more a financings by the Company that raise in the aggregate $10 million (not including the line of credit with FGI that is closing in October 2015), the Company agrees to make a $1.0 million payment on the Note. Both payments will be applied first to accrued and unpaid interest and the balance to the outstanding principal amount of the Note. In addition, Section 2.1 of the Note shall be amended and restated to read in its entirety as follows:

2.1. The principal balance of, and accrued interest on, this Note shall be paid to Note Holder in monthly installments of $35,000, which shall be payable on the 15th day of each calendar month in arrears; provided however, in the last month of each calendar quarter, the monthly payment shall be increased to $60,000. All of such monthly payments are referred to as the “Monthly Payments.” In the event the Note Holder’s Pro Rata Share of the Maximum Payment exceeds $130,000 during any calendar quarter, the Company shall pay to Note Holder any such excess by the 30th day following the end of such calendar quarter (the “True-Up Payment”). The remaining outstanding principal balance and any accrued unpaid interest on this Note shall be due and payable in full on December 31, 2018. For the purposes of this Note, the “Maximum Payment” shall be equal to thirty-five percent (35%) of the net income of the Company and its subsidiaries on a consolidated basis calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) for such quarter before deducting (i) the Company’s consolidated interest expense, provision for taxes, depreciation and amortization, and (ii) the amount of any required payments on any on any Senior Indebtedness (as defined below) during such quarter. Each payment received by Note Holder shall be first applied to accrued and unpaid interest, then to principal, and then to any other amounts owing under this Note. For the purposes of this Note, the Note Holder’s “Pro Rata Share” of the Maximum Amount for any calendar quarter shall be equal to the quotient of (X) the outstanding principal balance on this Note as of the end of such quarter divided by (Y) the aggregate outstanding principal balance owed by the Debtor on this Note and on the Existing Notes as of the end of such quarter.. The Company shall use its best efforts to require its senior lender to approve the Monthly Payments on a timely basis.

2. Other Provisions Intact. Except as set forth in this Amendment, all the terms and provisions of the Note not otherwise altered or eliminated by this Amendment shall remain unchanged, unmodified and in full force and effect, and the Note shall be read together and construed in accordance with the terms of this Amendment.

3. Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Debtor and the Note Holder have executed this Amendment to be effective as of the day and year first above written.

DEBTOR:
Quest Solution, Inc.
a Delaware corporation
By:	/s/ Tom Miller
Name:	Tom Miller
Title:	Chief Executive Officer
NOTE HOLDER:
/s/ David Marin
David Marin

EX-10.1

EXECUTION VERSION

SALE OF ACCOUNTS AND SECURITY AGREEMENT

Dated as of October 9, 2015

Quest Marketing Inc., an Oregon corporation, with its principal offices and domicile at 2580 Anthem Village Drive, Henderson, NV 89052 (“Quest Marketing”) and Bar Code Specialties, Inc., a California corporation, with its principal offices and domicile at 12272 Monarch Street, Garden Grove, CA 92841 (“Bar Code Specialties”, and together with Quest Marketing, individually and collectively, as the context requires, “Seller”) and Faunus Group International, Inc., a Delaware corporation (“FGI”), hereby agree, intending to be legally bound, to the terms and conditions set forth in this Sale of Accounts and Security Agreement (“Agreement”).

Section 1.1 Definitions. For the purposes of this Agreement and unless defined otherwise herein, all terms used shall have the meanings assigned to them in this Section 1.1:

“Acceptable Account” means all Accounts of Seller that have been billed and invoiced to the applicable Account Debtor meeting all of the following specifications: (i) the Account is lawfully and exclusively owned by Seller and subject to no lien (other than liens granted under this Agreement) and Seller has the right of assignment thereof and the power to grant a security interest therein; (ii) the Account is valid and enforceable representing the undisputed indebtedness of an Account Debtor not more than 90 days past the original invoice date and does not represent a rebilling; (iii) not more than 50% of the aggregate balance of all Accounts owing from an Account Debtor obligated on the Account are outstanding more than 90 days past their original invoice dates; (iv) the amount of the Account, when aggregated with all other Accounts of such Account Debtor, is less than 25% of the face value of all Accounts of Seller then outstanding; (v) the Account is not subject to any defense, set-off, or counterclaim, deduction, discount, credit, chargeback, freight claim, allowance or adjustment of any kind; (vi) the Account is net of any portion thereof attributable to the sale of goods that have been returned, rejected, lost or damaged; (vii) if the Account arises from the sale of goods by Seller, such sale was an absolute sale and not on consignment or on approval or on a sale-or-return basis nor subject to any other repurchase or return agreement, and such goods have been shipped to the Account Debtor or its designee; (viii) if the Account arises from the performance of services, such services have actually been performed; (ix) the Account arose in the ordinary course of Seller’s business; (x) no notice of the bankruptcy, receivership, reorganization, liquidation, dissolution, or insolvency of the Account Debtor has been received by FGI or Seller; (xi) the Account is an Account for which FGI believes that the validity, enforceability or collection of the Account is not invalid or otherwise impaired; (xii) the Account Debtor is not a subsidiary or Affiliate of Seller; (xiii) the sale does not represent a sale pursuant to a government contract unless Seller has complied, for the benefit of FGI, with the Assignment of Claims Act; (xiv) the Account is not an Account of an Account Debtor having its principal place of business or executive office outside the United States, unless the payment of such Account is guaranteed by an irrevocable letter of credit satisfactory to FGI or by credit insurance satisfactory to FGI or is otherwise acceptable to FGI in its sole discretion; (xv) the Account is not an Account on which the Account Debtor is obligated to Seller under any Instrument; (xvi) the transaction which gave rise to the Account complies in all respects with all applicable laws, rules and regulations of any governmental authority; and (xvii) the Account meets such other reasonable specifications and requirements which may from time to time be established by FGI. Acceptable Accounts shall not include that portion of an Account representing interest or finance charges for past due balances or debit memos.

“Account” has the definition contained in the UCC and which shall include any and all claims and rights to payment of a monetary obligation, whether or not earned by performance, (i) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of or (ii) for services rendered or to be rendered.

“Account Debtor” has the definition contained in the UCC and which includes any Person who is obligated on an Account, Chattel Paper or General Intangible.

“Advance” means an amount advanced by FGI to the Seller pursuant to Section 3(d).

“Affiliate” of any Person shall mean (a) any Person which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, or (b) any Person who is a director or officer (i) of such Person, (ii) of any subsidiary of such Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (x) to vote 30% or more of the securities having ordinary voting power for the election of directors of such Person, or (y) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.

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“Agreement” means this Agreement, including the Exhibits and any Schedules hereto, and all amendments, modifications and supplements hereto and thereto and restatements hereof and thereof.

“Applicable Interest Rate” means the greater of (i) 5.50% per annum and (ii) 2.25% per annum above the prime rate which shall be an annual rate, for any day, equal to (x) the prime rate for U.S. banks as published in the “Money Rates” section of The Wall Street Journal, Interactive Edition or any successor edition or publication as selected by FGI or (y) if The Wall Street Journal, ceases to publish a prime rate, the average of the prime rates announced by the three largest U.S. money center commercial banks as determined by FGI (the “Prime Rate”).

“Application” means each application made by Seller in connection with this Agreement.

“Avoidance Claim” means any claim that any payment received by FGI from or for the account of an Account Debtor is avoidable or subject to challenge under the Bankruptcy Code, any other debtor relief statute, whether domestic or foreign, or any law, statute or legislation referred to in the definition herein of “Insolvency Proceeding”.

“Bankruptcy Code” means Title 11 of the United States Code, as in effect from time to time.

“Canadian SASA” means that certain Sale of Accounts and Security Agreement dated as of December 31, 2014, by and among Viascan Inc., a Canadian corporation, Q.Data Inc., a Canadian corporation and FGI.

“Chattel Paper” has the definition contained in the UCC and which includes any and all record or records instruments or similar documents that evidence both a monetary obligation and a security interest or lien in specific goods, a security interest or lien in specific goods and software used in the goods, a security interest or lien in specific goods and license of software used in the goods, a lease of specific goods, or a lease of specific goods and license of software used in the goods.

“Closing Date” means the date of this Agreement.

“Collateral” means and includes all of the Seller’s right, title and interest in and to all of the Seller’s personal (movable) property, incorporeal and corporeal, wherever located and whether now or hereafter existing or now owned or hereafter acquired or arising, including the following: (a) all Accounts, (b) all Chattel Paper, (c) all Commercial Tort Claims, (d) all Deposit Accounts, (e) all Documents, (f) all Equipment, (g) all General Intangibles, (h) all Goods (including all files, correspondence, computer programs, tapes, disks and related data processing software which contain information identifying or pertaining to any of the Collateral or any Account Debtor or showing the amounts thereof or payments thereon or otherwise necessary or helpful in the realization thereon or the collection thereof), (i) all Instruments, (j) all Inventory, (k) all Investment Property, (l) all letters of credit and Letter-of-Credit Rights, (m) all Supporting Obligations and (n) all cash and non-cash proceeds of the foregoing, including insurance proceeds.

“Commercial Tort Claim” has the definition contained in the UCC and which shall include any claim or rights of action against third Persons.

“Credit Parties” means, collectively, the Seller, Guarantors, and all other Affiliates of the Seller and Guarantors from time to time, and “Credit Party” means any one of them.

“Date of Collection” means the date the funds, resulting from a check, draft or other item representing payment on an invoice deposited in the Seller’s account subject to a satisfactory blocked account agreement entered into between the Seller, FGI and the account bank, have been transferred to FGI plus three (3) business days.

“Default” means any of the events or circumstances specified in Section 10 of this Agreement that, with the passage of time or giving of notice or both, would constitute an Event of Default.

“Deficiency Assessment” means charges as set forth in Section 3(h) of this Agreement applied to the difference between the minimum monthly net funds employed and the net funds employed for the month and shall be chargeable to the Reserve Account, or at FGI’s option, payable by Seller on FGI’s demand.

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“Deposit Account” has the definition contained in the UCC and which includes any demand, time, savings, passbook or like account maintained with a bank, trust company, savings and loan association, credit union, other financial institution or like organization, other than an account evidenced by a certificate of deposit.

“Dispute” means any claim, whether or not provable or bona fide, and whether with or without support, made by an Account Debtor as a basis for refusing to pay a Purchased Account, either in whole or in part, including, but not limited to, any contract dispute, charge back, credit, compensation, right to return Goods, or other matter which diminishes or may diminish the dollar amount or timely collection of such Account.

“Document” means a document of title or a receipt of the type described in UCC 7-201(2) and which includes all present and future documents of title and any and all warehouse receipts, bills of lading, shipping documents, and similar documents, all whether negotiable or not and all goods relating thereto and all cash and non-cash proceeds of the foregoing.

“Equipment” has the definition contained in the UCC and which shall include all equipment now owned or hereafter acquired or leased by any Person, wherever located and, in any event, including all such Person’s machinery and equipment, including processing equipment, conveyors, machine tools, data processing and computer equipment, including embedded software and peripheral equipment and all engineering, processing and manufacturing equipment, office machinery, furniture, materials handling equipment, tools, attachments, accessories, automotive equipment, trailers, trucks, forklifts, molds, dies, stamps, motor vehicles, rolling stock and other equipment of every kind and nature, trade fixtures and fixtures not forming a part of immovable (real) property, additions and accessions thereto, replacements therefore, all parts therefore, and all manuals, drawings, instructions, warranties and rights with respect thereto, and all products and proceeds thereof and condemnation awards and insurance proceeds with respect thereto.

“Event of Default” means any of the events or circumstances specified as Events of Defaults in Section 10 of this Agreement.

“Executive Order No. 13224” the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“Extended Term” means a one year extension of the term of this Agreement effected in accordance with Section 13.

“Facility Amount” means $15,000,000.

“FGI’s Security” has the meaning assigned thereto in Section 6.

“Financing Statement” means a financing statement, financing change statement, continuation statement, registration form, or similar statement, instrument or document, or any amendment or renewal thereof, that is filed, registered or recorded under the PPSA of any province or territory, or under the Uniform Commercial Code of any state or any other jurisdiction.

“Foreign Currency” has the meaning assigned thereto in Section 26(a).

“Foreign Exchange Loss” has the meaning assigned thereto in Section 26(b).

“GAAP” means generally accepted accounting principles as in effect on the Closing Date applied in a manner consistent with the most recent audited financial statements of Seller furnished to FGI and described herein.

“General Intangible” has the definition contained in the UCC and which shall include any and all incorporeal movable property.

“Goods” has the definition contained in the UCC and which shall include any and all corporeal movable property.

“Guarantors” means, collectively, Quest Solution, Inc., a Delaware corporation, Viascan Group Inc., a Canadian corporation, Quest Exchange Ltd., a Canadian corporation, Q.Data Inc., a Canadian corporation, Étiquettes Uno Inc., a Canadian corporation, and all other Affiliates of the Seller and Viascan Group Inc. from time to time, and “Guarantor” means any one of them.

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“Guaranty Agreements” means those certain guaranty agreements to be executed by each Guarantor in favor of FGI, in form and substance satisfactory to FGI, on or prior to the Closing Date.

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, including, without limitation, any proceeding seeking to adjudicate a Person an insolvent, seeking a receiving order against it under the Bankruptcy and Insolvency Act (Canada), or seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief or composition of such Person or its debts or a stay of proceedings of such Person’s creditors generally (or any class of creditors) or any other relief, under any federal, state, foreign or other law, now or hereafter in effect relating to bankruptcy, winding-up, insolvency, reorganization, receivership, plans of arrangement or relief or protection of debtors (including the Bankruptcy Code and the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) and any similar legislation in any jurisdiction) or at common law or in equity.

“Instrument” has the definition contained in the UCC and which includes a negotiable instrument or any other writing that evidences a right to the payment of a monetary obligation, is not itself a security agreement or lease, and is of a type that in ordinary course of business is transferred by delivery with any necessary endorsement or assignment.

“Inventory” has the definition contained in the UCC and which shall include any and all present and future inventory, including all additions, substitutions and replacements thereof, wherever located, together with all Goods and materials (in each case excluding Equipment) used or usable in manufacturing, processing, reprocessing, packaging or shipping same in all stages of production from raw materials through work-in-process to finished goods and all intellectual property pertaining to and to the extent necessary for the collection, realization, processing, sale or recovery in respect of any of the foregoing, and proceeds thereof of whatever sort together with any unpaid seller’s or lessor’s rights (including rescission, replevin, reclamation, repossession and stoppage in transit relating to any of the foregoing or arising therefrom) to reclaim or repossess Goods. The Inventory held by third parties pursuant to a lease agreement, a leasing contract, a franchise or licence agreement, or any other agreement entered into with Seller or on its behalf, is also included as Collateral. Property having formed part of the Inventory which has been alienated by Seller in favour of a third Person but in respect of which Seller has retained title pursuant to a reservation of ownership provision, shall remain included as Collateral until title is transferred.

“Investment Property” has the definition contained in the UCC and which shall include any and all securities, whether certificated or uncertificated, security entitlement, securities account, commodity contract or commodity account.

“Letter-of-Credit Right” has the definition contained in the UCC and which shall include a right to payment or performance under a letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance (excluding the right of a beneficiary to demand payment or performance under a letter of credit).

“Limited Credit Party” means each of The Lem Family Trust, Jeff Lem, The 2010 Lem Family, Kurdi Trust, 3587967 Canada Inc., Danis Kurdi, Gilles Gaudreault, L2G Consulting Services Inc. and Defreitas Trust and their respective successors and assigns.

“Misdirected Payment Fee” means 15% of the amount of any payment on account of a Purchased Account or, after the occurrence and during the continuance of a Default, any other Account, which has been received by Seller and not delivered in kind to FGI on the third business day following the date of receipt by Seller.

“Net Invoice Amount” means the invoice amount of a Purchased Account, less returns (whenever made), all selling discounts (at FGI’s sole option, calculated on shortest terms), and credit or deductions of any kind allowed or granted to or taken by the Account Debtor at any time.

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“Obligations” means all present and future obligations owing by Seller to FGI whether or not for the payment of money, whether or not evidenced by any note or other instrument, whether direct or indirect, absolute or contingent, due or to become due, joint or several, primary or secondary, liquidated or unliquidated, secured or unsecured, original or renewed or extended, whether arising before, during or after the commencement of any Insolvency Proceeding relating to Seller, and specifically including, but not limited to, (i) interest accruing after the commencement of any such Insolvency Proceeding (whether or not a claim for such post-commencement interest is allowed), (ii) the payment of all amounts advanced by FGI or any other subsidiary or Affiliate of FGI to preserve, protect and enforce rights hereunder and in the Collateral and all expenses incurred by FGI or any other subsidiary or Affiliate of FGI and (iii) any obligations arising pursuant to letters of credit, acceptance transactions or any other financial accommodations.

“Original Term” means the initial three year term of this Agreement as reflected in Section 13.

“Person” means an individual, corporation, partnership, limited liability company, unlimited liability company, association, trust, joint venture, unincorporated organization, government or any agency or political subdivision thereof, or any other entity.

“PPSA” means, in respect of each province or territory in Canada (other than Quebec), the Personal Property Security Act as from time to time in effect in such province or territory, and, in respect of Quebec, the Civil Code of Quebec as from time to time in effect in such province.

“Prime Rate” has the meaning assigned thereto in the definition herein of “Applicable Interest Rate”.

“Purchase Price” has the meaning assigned thereto in Section 3.

“Purchased Account(s)” means an Account which FGI purchases pursuant to this Agreement.

“Rate of Exchange” has the meaning assigned thereto in Section 25.

“Related Rights” means, with respect to an Account, all rights (but not obligations) of Seller with respect thereto, including all right, title and interest of Seller in, to, under and with respect to (i) all contract rights, guarantees, letters of credit, liens, security interests, liens, instruments, chattel paper and other documents, rights or interests arising out of or evidencing such Account, (ii) all insurance and other agreements and arrangements of whatever character from time to time supporting or securing payment of such Account, (iii) all Goods the sale of which gave rise to such Account, including Seller’s rights and remedies with respect thereto under any present or future personal property security legislation, the Civil Code of Quebec, or under any other applicable law, and all rights of stoppage in transit, replevin, reclamation, rescission and repossession and (iv) all cash and non-cash proceeds of any of the foregoing, including insurance proceeds.

“Required Reserve Amount” means the amount determined by FGI from time to time in accordance with Section 3(c) to be the Required Reserve Amount and, until so determined, means an amount equal to the Reserve Percentage multiplied by the unpaid balance of all Purchased Accounts.

“Reserve Account” means (a) a bookkeeping account on the books of FGI and/or (b) an account of FGI in which FGI deposits funds from time to time as contemplated by this Agreement.

“Reserve Percentage” means the percentage determined by FGI from time to time in accordance with Section 3(c) to be the Reserve Percentage and, until so determined, means 15%.

“Reserve Shortfall” means the amount by which the balance in the Reserve Account is less than the Required Reserve Amount, provided that, if the Reserve Account has a negative balance, the Reserve Shortfall shall be the sum of such balance and the Required Reserve Amount.

“Schedule of Accounts” means a schedule of Accounts in the form attached hereto as Schedule 1 or in such other form as required by FGI or otherwise acceptable to FGI (including in an excel spreadsheet format acceptable to FGI) wherein Seller lists Accounts that Seller offers to sell to FGI.

“Supporting Obligation” has the definition contained in the UCC and which shall include a Letter-of-Credit Right or secondary obligation that supports the payment or performance of an Account, Chattel Paper, a Document, a General Intangible, an instrument or Investment Property.

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“Term” means the term of this Agreement, as determined in accordance Section 13.

“Termination Fee” means a fee payable to FGI pursuant to Section 13 in the event Seller terminates this Agreement prior to maturity of the Original Term or of an Extended Term.

“Transaction Documents” means, collectively, the Guaranty Agreements, and all agreements, instruments and documents executed and/or delivered in connection therewith, all as may be supplemented, restated, superseded, amended or replaced from time to time.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“U.S. Dollars” or “$” means the lawful currency of the United States of America.

Section 1.2 Other Referential Provisions.

(a) Except as otherwise expressly provided herein, all accounting terms not specifically defined or specified herein shall have the meanings generally attributed to such terms under GAAP.

(b) All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all other genders; the singular shall include the plural, and the plural shall include the singular.

(c) The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provisions of this Agreement.

(d) Titles of Articles and Sections in this Agreement are for convenience only, do not constitute part of this Agreement and neither limit nor amplify the provisions of this Agreement, and all references in this Agreement to Articles, Sections, Subsections, paragraphs, clauses, sub clauses, Schedules or Exhibits shall refer to the corresponding Article, Section, Subsection, paragraph, clause or sub clause of, or Schedule or Exhibit attached to, this Agreement, unless specific reference is made to the articles, sections or other divisions or subdivisions of, or to schedules or exhibits to, another document or instrument.

(e) Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented, restated or otherwise modified (subject to any restrictions on such amendments, supplements, restatements or modifications set out herein), (b) any reference herein to any statute or any section thereof shall, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, replaced or re-enacted from time to time and (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns.

(f) When used in this Agreement, the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

(g) Except as otherwise expressly provided in this Agreement, all dollar amounts referred to herein are stated in the lawful currency of the United States of America. In addition, all calculations hereunder in respect of any amount that is denominated in a Foreign Currency (such as the amount of an Account) shall for all purposes hereof be made in respect of the U.S. Dollar equivalent of such amount determined by converting such amount that is denominated in a Foreign Currency to U.S. Dollars using the rate of exchange at which FGI is able, on the date of determination, to purchase U.S. Dollars with such Foreign Currency in accordance with its normal practice at its office in New York, New York.

(h) For purposes of any assets, liabilities or entities located in the Province of Quebec and for all other purposes pursuant to which the interpretation or construction of this Agreement may be subject to the laws of the Province of Quebec or a governmental authority exercising jurisdiction in the Province of Quebec, (a) “personal property” shall include “movable property”, (b) “tangible property” shall include “corporeal property”, (c) “intangible property” shall include “incorporeal property”, (d) all references to “perfection” of or “perfected” liens shall include a reference to an “opposable” or “set up” lien as against third parties, (e) an “agent” shall include a “mandatary”, (f) “joint and several” shall include “solidary”; (g) “gross negligence or wilful misconduct” shall be deemed to be “intentional or gross fault”; (h) “beneficial ownership” or “beneficial interest” shall include “ownership or interest on behalf of another as mandatary”; and (i) “priority” shall include “prior claim”. The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only and that all other documents contemplated thereunder or relating thereto, including notices, may also be drawn up in the English language only. Les parties aux présentes confirment que c’est leur volonté que cette convention et les autres documents de crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue anglaise seulement.

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Section 1.3 Exhibits and Schedules. All Exhibits and Schedules attached hereto are by reference made a part hereof.

Section 2. Purchase & Sale of Accounts.

(a) Seller hereby offers to sell, assign, transfer, convey and deliver to FGI, as absolute owner, in accordance with the procedure detailed herein, the universality of Seller’s right, title and interest in and to all present and future Seller’s Accounts and their Related Rights; provided that the parties acknowledge their intention that, without affecting the validity of any sale, assignment, transfer, conveyance or delivery of any Purchased Account, the aggregate outstanding amount of Purchased Accounts Advanced on FGI’s books will not at any time exceed the Facility Amount.

(b) All Accounts shall be submitted to FGI on a Schedule of Accounts listing each Account separately. The Schedule of Accounts shall, at the request of FGI, be signed by a person acting or purporting to act on behalf of Seller. At the time a Schedule of Accounts is presented, Seller shall also deliver to FGI one copy of the invoice and one copy, as applicable, of the sales contract or purchase order, in each case for each Account of $5,000.00 or more listed on the Schedule of Accounts together with evidence of shipment, furnishing and/or delivery of the applicable Goods or rendition of the applicable service(s); provided, however, that copies of the invoices, sales contracts and purchase orders shall be delivered to FGI for all Accounts irrespective of their amounts (i) if the aggregate of Accounts of less than $5,000.00 for the past twelve months represents more than 25% of the aggregate amount of all Accounts for those past twelve months, or (ii) following an Event of Default so long as it is not cured or waived.

(c) Any and all Purchased Accounts shall be purchased by FGI with full recourse to Seller, and Seller agrees to pay to FGI on demand the unpaid amount of each Purchased Account specified by FGI. Seller agrees that any payments or credits applying to any Account owing by an Account Debtor will be applied: first, to any Purchased Account of such Account Debtor; and, second, to any other Accounts of such Account Debtor. This order of payment applies regardless of the respective dates the sales occurred and regardless of any notations on payment items.

(d) FGI reserves the right, in its sole and absolute discretion, to obtain credit insurance in its name, at Seller’s sole cost and expense, with respect to each specific Purchased Account (in each case with such insurance companies, in such amounts and with such coverage as determined by FGI in its sole and absolute discretion) with the proceeds of such insurance being the sole and exclusive property of FGI. Payments on such credit insurance received by FGI with respect to such Purchased Account shall either be applied to the Seller’s repurchase obligations with respect to such Purchased Account or otherwise applied to the Reserve Account. Seller agrees to provide prompt written notice to FGI in the event that a Purchased Account would be subject to a claim under such credit insurance and Seller agrees to fully cooperate with FGI in connection with each such claim (including, without limitation, providing to FGI and the insurance company documentation and supporting information with respect to the applicable Purchased Account). Seller agrees and acknowledges that (w) FGI has the sole discretion in determining whether to file claims under such credit insurance, (x) FGI is entitled to file claims under such credit insurance without notice to or the consent of Seller, (y) Seller remains fully liable to FGI pursuant to the terms of this Agreement with respect to any Purchased Account notwithstanding the existence of such credit insurance or any claim filed with respect thereto and (z) FGI shall have no liability to Seller under any circumstances in the event that an insurance company rejects any claim filed under such credit insurance.

(e) FGI shall post all Account submitted by Seller to and accepted by it on its receivables processing system and shall mark such Account as having been “activated”. Notwithstanding the sale, assignment and transfer by Seller to FGI of all present and future Accounts of Seller pursuant to this Section 2, FGI shall not have any obligation to Seller to pay for or advance against any such Account except to the extent that such Account are posted on FGI’s receivables processing system. Seller may, and at FGI’s request from time to time with respect to any Purchased Account specified by FGI will, deliver to FGI a specific assignment of an Account submitted by Seller to it (including a Purchased Account) in a form specified by FGI. The delivery by or on behalf of Seller to FGI of any assignment of an Account shall not be necessary to effect a sale, assignment, transfer, conveyance and delivery of any Account and its Related Rights.

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(f) FGI shall have the right to charge back to Seller’s Reserve Account the amount of such Purchased Accounts at any time and from time to time either before or after their maturity. Seller agrees to pay FGI upon demand the full amount thereof, together with all expenses incurred by FGI up to the date of such payment, including reasonable attorney’s fees in attempting to collect or enforce such payment or payment of such Account(s).

(g) Notwithstanding any other provision of this Agreement, of any Schedule of Accounts or of any assignment that Seller may deliver or cause to be delivered to FGI, FGI will at no time purchase, and Seller will not sell, assign, transfer, convey or deliver to FGI, that portion of any Account that represents an obligation to pay taxes.

(h) The sale, assignment and transfer of any Purchased Accounts and Related Rights to FGI pursuant to this Agreement shall not constitute or result in the assumption by FGI of any obligation of Seller or any other Person in connection with the Purchased Accounts or Related Rights, or under any agreement, instrument or other document relating thereto.

(i) This Agreement shall not become effective until the date on which each of the following conditions precedent are satisfied:

(i)	FGI shall have received this Agreement and each of the other Transaction Documents all properly executed;
(ii)	FGI shall have received Financing Statements and each of the other documents to be executed and/or delivered by Seller or any other Person pursuant to this Agreement;
(iii)	FGI shall have received payment by Seller of all fees which are due and payable on the Closing Date and expenses;
(iv)	FGI shall have received searches and certificates required under this Agreement;
(v)	FGI shall have received the Guaranty Agreements, in form and substance satisfactory to FGI, duly executed by the Guarantors;
(vi)	FGI shall have received security, in the form of a lien and general security interest, in form and substance satisfactory to FGI, duly executed by each of the Credit Parties and, where appropriate, registered and rendered opposable to third parties to preserve, protect, publish or perfect the security created thereunder;
(vii)	FGI shall have received from each of the Credit Parties an officer’s certificate (i) attaching a certified copy of its organizational documents, (ii) attaching a certified copy of all authorizing resolutions in connection with the documents to which it is party, (iii) attaching an incumbency certificate with respect to its officers and directors executing the documents and (iv) confirming that all representations and warranties in the documents to which it is a party shall be true and correct in all material respects on and as of such date; and
(viii)	FGI shall have received evidence that the blocked account with Wells Fargo Bank is opened and a blocked account agreement, in form and substance satisfactory to FGI, with such account bank has been entered into.

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Section 3. Purchase Price and Fees.

(a) The purchase price for each Purchased Account posted on FGI’s receivables processing system and the Related Rights thereto shall equal the Net Invoice Amount of such Purchased Account less (i) any portion thereof that represents an obligation to pay any applicable taxes and (ii) FGI’s fees, as determined in accordance with Section 3(g). No discount, credit, compensation, allowance or deduction with respect to any Purchased Account, unless shown on the face of the invoice delivered to FGI prior to FGI’s purchase of such Account, shall be granted or approved by Seller to any Account Debtor without FGI’s prior written consent which consent shall not be unreasonably withheld.

(b) The Purchase Price for a Purchased Account posted on FGI’s receivables processing system and the Related Rights thereto less (i) any Required Reserve Amount or credit balance that FGI, in FGI’s reasonable discretion, determines to hold, (ii) the outstanding balance of all Advances in respect of such Account and of any other moneys remitted, paid, or otherwise advanced by FGI to or on behalf of Seller (including any amounts which FGI reasonably determines that FGI may be obligated to pay in the future), and (iii) any charge, fee, and other amount that Seller is required to pay to FGI pursuant to this Agreement, shall be payable by FGI to Seller on the Date of Collection of such Account.

(c) FGI shall be entitled, in its sole and absolute discretion, to withhold the Required Reserve Amount in an amount determined by FGI in its sole discretion, and may determine, increase or decrease the Required Reserve Amount or Reserve Percentage at any time and from time to time if FGI deems it necessary to do so in order to protect FGI’s interests. In no event shall Seller permit a Reserve Shortfall to occur, and shall pay to FGI the amount thereof on demand. FGI may charge against the Reserve Account any amount for which Seller may be obligated to FGI at any time, whether under the terms of this Agreement, or otherwise, including but not limited to the repayment of any Advance, the amount of any Purchased Account constituting an Acceptable Account, any damages suffered by FGI as a result of Seller’s breach of any representation or warranty herein or of any other provision hereof (whether intentional or unintentional), any adjustments due and any attorneys’ fees, costs and disbursements due. Seller recognizes that the Reserve Account may, in FGI’s sole discretion, represent bookkeeping entries only and not cash funds. It is further agreed that, with respect to the balance in the Reserve Account, FGI is authorized to withhold, without giving prior notice to Seller, any payments and credits otherwise due to Seller under the terms of this Agreement to protect FGI for reasonably anticipated claims or to adequately satisfy reasonably anticipated obligations Seller may owe FGI. Upon the occurrence of an Event of Default, or in the event Seller shall cease selling Accounts to FGI, FGI shall be under no obligation to pay the amount maintained in the Reserve Account until all Purchased Accounts have been collected or FGI has determined, in its sole and absolute discretion, that it will make no further efforts to collect any Purchased Accounts and all sums due FGI hereunder have been paid. Notwithstanding anything set forth herein to the contrary, upon an Event of Default, Seller understands and agrees that the Termination Fee described in Section 13 hereof shall be due and payable by Seller in the event that FGI terminates this Agreement following an Event of Default.

(d) In FGI’s sole and absolute discretion, FGI may from time to time advance to Seller against the Purchase Price of a Purchased Account posted on FGI’s receivables processing system, sums up to 85% of the aggregate Purchase Price thereof outstanding at the time any such Advance is made, less: (i) the amount of any such Purchased Account that is not an Acceptable Account; and (ii) any fees, actual or estimated, that are payable to FGI hereunder. Each Advance shall be payable by Seller to FGI on demand until the Date of Collection of the related Purchased Account and shall bear interest at the Applicable Interest Rate, before and after default and judgement, with interest on overdue interest at the same rate, from the date such Advance is made until the earlier of (i) the date the Advance is repaid in full or (ii) the date FGI would otherwise be obligated hereunder to pay the Purchase Price of the Purchased Account against which such Advance was made.

(e) Interest at the Applicable Interest Rate upon the daily total outstanding balance of each Advance shall be payable by Seller to FGI on the last day of each month and may be charged by FGI to the Reserve Account. Any adjustment in the Applicable Interest Rate, whether downward or upward, will become effective on the day on which the Applicable Interest Rate decreases or increases, as the case may be. If, on any day in a month, the balance in the Reserve Account exceeds the unpaid balance of all Purchased Accounts, then Seller agrees to credit the Reserve Account as of the last day of such month with interest on such excess at an annual rate equal to the greater of 5.50% per annum and 2.25% above the rate of interest designated by FGI as its selected “Prime Rate” or “Base Rate”, as the case may be (which as of the date hereof is based upon the Wall Street Journal, Money Rates Section which is subject to change). All interest and fees payable hereunder shall be computed for the actual number of days elapsed on the basis of a year consisting of three hundred sixty (360) days. Interest shall be payable monthly, in arrears, on the first day of each calendar month, beginning on the first day of the first calendar month after the Closing Date.

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(f) Seller shall unconditionally pay and FGI shall be entitled to receive a facility fee in an amount equal to 1.00% of the Facility Amount in immediately available funds. The initial facility fee shall be paid upon signing of this Agreement.

(g) Seller shall unconditionally pay and FGI shall be entitled to receive a non-refundable monthly collateral management fee equal to 0.37% of the total monthly amount of Purchased Accounts; with such fee charged monthly to Seller’s Reserve Account or if funds are not available therein, payable by Seller on demand.

(h) The minimum monthly net funds employed during each contract year hereof shall be no less than $4,000,000; any deficiency will be subject to a Deficiency Assessment.

(i) IT IS THE INTENTION OF THE PARTIES HERETO THAT, AS TO ALL PURCHASED ACCOUNTS, THE TRANSACTIONS CONTEMPLATED HEREBY SHALL CONSTITUTE A TRUE PURCHASE AND SALE OF SUCH ACCOUNTS UNDER § 9-318 OF THE UCC AND AS SUCH, THE SELLER SHALL THEREFORE HAVE NO LEGAL OR EQUITABLE INTEREST IN ANY PURCHASED ACCOUNTS. NEVERTHELESS, IN THE EVENT ALL OR ANY PORTION OF THIS TRANSACTION IS CHARACTERIZED AS A LOAN, THE PARTIES HERETO INTEND TO CONTRACT IN STRICT COMPLIANCE WITH APPLICABLE USURY LAW FROM TIME TO TIME IN EFFECT. IN FURTHERANCE THEREOF SUCH PARTIES STIPULATE AND AGREE THAT NONE OF THE TERMS AND PROVISIONS CONTAINED IN THIS AGREEMENT SHALL EVER BE CONSTRUED TO CREATE A CONTRACT TO PAY, FOR THE USE, FORBEARANCE OR DETENTION OF MONEY, INTEREST USED IN THIS PARAGRAPH AS DEFINED BY ANY APPLICABLE LAW IN EXCESS OF THE MAXIMUM RATE (AS HEREINAFTER DEFINED) FROM TIME TO TIME IN EFFECT. NEITHER SELLER, ANY PRESENT OR FUTURE GUARANTOR NOR ANY OTHER PERSON HEREAFTER BECOMING LIABLE FOR THE PAYMENT OF THE ADVANCES, OR ANY OTHER AMOUNTS PAYABLE HEREUNDER, SHALL EVER BE LIABLE FOR ANY OBLIGATION THAT MAY BE CHARACTERIZED AS UNEARNED INTEREST THEREON, OR SHALL EVER BE REQUIRED TO PAY ANY OBLIGATION THAT MAY BE CHARACTERIZED AS INTEREST THEREON, IN EITHER CASE THAT IS IN EXCESS OF THE MAXIMUM AMOUNT THAT MAY BE LAWFULLY CHARGED UNDER APPLICABLE LAW FROM TIME TO TIME IN EFFECT, AND THE PROVISIONS OF THIS SECTION SHALL CONTROL OVER ALL OTHER PROVISIONS OF THIS AGREEMENT WHICH MAY BE IN CONFLICT THEREWITH. IF ANY INDEBTEDNESS OR OBLIGATION OWED BY SELLER HEREUNDER IS DETERMINED TO BE IN EXCESS OF THE LEGAL MAXIMUM, OR FGI SHALL OTHERWISE COLLECT MONEYS WHICH ARE DETERMINED TO CONSTITUTE INTEREST WHICH WOULD OTHERWISE INCREASE THE INTEREST ON ALL OR ANY PART OF ANY INDEBTEDNESS OR OBLIGATIONS HEREUNDER TO AN AMOUNT IN EXCESS OF THAT PERMITTED TO BE CHARGED BY APPLICABLE LAW THEN IN EFFECT, THEN ALL SUCH SUMS DETERMINED TO CONSTITUTE INTEREST IN EXCESS OF SUCH LEGAL LIMIT SHALL, WITHOUT PENALTY, BE PROMPTLY APPLIED TO REDUCE THE THEN OUTSTANDING INDEBTEDNESS OR OBLIGATIONS OF SELLER HEREUNDER OR, AT FGI’S OPTION, RETURNED TO SELLER OR THE OTHER PAYOR THEREOF UPON SUCH DETERMINATION. IF AT ANY TIME THE RATE AT WHICH INTEREST IS PAYABLE HEREUNDER EXCEEDS THE MAXIMUM RATE, THE AMOUNT OUTSTANDING HEREUNDER SHALL CEASE BEARING INTEREST UNTIL SUCH TIME AS THE TOTAL AMOUNT OF INTEREST ACCRUED HEREUNDER EQUALS (BUT DOES NOT EXCEED) INTEREST CALCULATED AT THE MAXIMUM RATE. AS USED IN THIS SECTION, THE TERM “APPLICABLE LAW” MEANS THE LAWS OF THE STATE OF NEW YORK OR, IF DIFFERENT, THE LAWS OF THE STATE, TERRITORY OR OTHER JURISDICTION IN WHICH SELLER RESIDES, WHICHEVER LAW ALLOWS THE GREATER RATE OF INTEREST, AS SUCH LAWS NOW EXIST OR MAY BE CHANGED OR AMENDED OR COME INTO EFFECT IN THE FUTURE AND THE TERM “MAXIMUM RATE” MEANS THE MAXIMUM NONUSURIOUS RATE OF INTEREST THAT FGI IS PERMITTED UNDER APPLICABLE LAW TO CONTRACT FOR, TAKE, CHARGE OR RECEIVE WITH RESPECT TO THE ADVANCES OR ANY OTHER INDEBTEDNESS OR OBLIGATIONS HEREUNDER.

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(j) Upon FGI’s acceptance of each Purchased Account in accordance herewith, FGI shall be the sole owner and holder of such Purchased Account. Seller hereby sells, transfers, conveys and assigns to FGI all of its right, title and interest in and to each Purchased Account effective at the time of acceptance thereof by FGI. Seller agrees to execute and deliver to each Account Debtor obligated under an Account and/or a Purchased Account such written notice of sale of the Purchased Account as FGI may request in the form attached hereto as Schedule 7 or in such form as required by FGI.

(k) FGI shall provide Seller online access via a secured website to information on the Purchased Accounts and a reconciliation of the relationship relating to billing, collection and account maintenance such as aging, posting, error resolution, interest and fees payable hereunder, and mailing of statements in the ordinary course of FGI’s business. All of the foregoing shall be in a format, and in such detail, as FGI, in its reasonable discretion, deems appropriate. Furthermore, FGI’s books and records shall be admissible as evidence without objection as prima facie evidence of the status of the Purchased Accounts, non-purchased Accounts and the Reserve Account between FGI and Seller. Each statement, report, or accounting rendered or issued by FGI to Seller, if any, and all online information shall be deemed conclusively accurate and binding on Seller unless within thirty (30) days after the date of issuance or posting Seller notifies FGI to the contrary by registered or certified mail, setting forth with specificity the reasons why Seller believes such statement, report, or accounting is inaccurate, as well as what Seller believes to be correct amount(s) therefor. If FGI’s online website is not available for any reason whatsoever, FGI shall deliver copy of such statements to Seller. FGI’s failure to provide or Seller’s failure to receive such online access or statements shall not relieve Seller of Seller’s obligations under this Agreement or the responsibility of Seller to request such statement and Seller’s failure to do so shall nonetheless bind Seller to whatever FGI’s records would have reported.

(l) To the extent any overadvance is extended by FGI in its sole and absolute discretion, such overadvance shall be subject to such increases to the Applicable Interest Rate and additional terms and conditions set forth by FGI in its sole and absolute discretion. Such overadvance fee shall be due and payable regardless of whether FGI has accelerated the Obligations. Seller agrees that any overadvance fee payable to FGI is a reasonable estimate of FGI’s damages and is not a penalty.

Section 4. Seller’s Representations, Warranties and Covenants. Seller, as well as each of Seller’s principals and directors, represents, warrants and covenants, jointly and severally, to FGI that:

(a) Seller (i) is a corporation, duly incorporated and validly existing and in good standing under the laws of the state of incorporation or organization, as applicable, designated in the first paragraph of this Agreement, (ii) has the requisite corporate power and authority to operate its business and to own its property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where failure to so qualify would have a material adverse effect on such Seller. As of the date hereof, the organizational structure of Seller is as set forth in Schedule 4(a) attached hereto and Seller has no Affiliates other than those identified therein.

(b) The execution, delivery and performance by Seller of this Agreement does not and will not constitute a violation of any material law applicable to Seller, or a violation of Seller’s articles of incorporation, bylaws, or other organizational documents and does not and will not constitute any material breach of any other material document, agreement or instrument to which Seller is a party or by which Seller is bound.

(c) Seller has all requisite corporate power and authority to enter into and perform this Agreement and to incur the obligations herein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement and all other documents, instruments and agreements executed in connection herewith. This Agreement is a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.

(d) Immediately prior to the sale thereof, Seller will be the sole owner and holder of each of the Accounts described thereon and its Related Rights. Upon FGI’s purchase of an Account and its Related Rights, FGI shall become the sole owner and holder of such Purchased Account and Related Rights.

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(e) At the time of sale to FGI hereunder, no Purchased Account or Related Rights shall have been previously sold or transferred or be subject to any lien, encumbrance, security interest or other claim of any kind of nature. Seller will not factor, sell, transfer, pledge or give a security interest or a lien in any of its Accounts or Related Rights to anyone other than FGI. There are and will be no Financing Statements on file in any public office covering any Collateral, any Purchased Accounts or their Related Rights except in favor of FGI or those statements now on file specifically listed on Schedule 4(e) attached hereto. Seller will not execute any security agreement, lien or authorize the filing of any Financing Statement in respect of any Collateral, any Purchased Accounts or their Related Rights in favor of any Person, except FGI, during the Term of this Agreement.

(f) The amount of each Purchased Account will, immediately prior to its sale to FGI pursuant hereto, be due and owing to Seller and represent a bona fide sale, delivery and acceptance of Goods or performance of services by Seller to or for an Account Debtor. The information regarding an Account on each Schedule of Accounts will be accurate. The terms for payment of each Purchased Account will be no greater than ninety (90) days from date of invoice and the payment of such Purchased Account will not be contingent upon the fulfillment by Seller of any further performance of any nature whatsoever. Each Account Debtor which is the obligor in respect of an Account that is listed on a Schedule of Accounts will, to the best of Seller’s knowledge, be solvent at the time Seller provides such Schedule to FGI.

(g) There are and shall be no set-offs, compensation, allowances, discounts, deductions, counterclaims, or disputes with respect to any Purchased Account, either at the time it is accepted by FGI or FGI or prior to the date it is to be paid. Seller shall inform FGI, in writing, immediately upon learning that there exists any Purchased Account which is subject to a Dispute. Seller shall accept no returns and shall grant no allowance or credit to any Account Debtor unless Seller provides written notice to FGI within two (2) business days after accepting such return or granting such allowance; provided, however, that in no event shall such return or allowance exceed 5% of the face value of an invoice greater than $2,500, and so long as the aggregate amount of returns accepted and allowances granted during the applicable week doesn’t exceed 10% of the aggregate amount of Accounts invoiced during that week, without FGI’s prior written consent. On the second business day of each calendar week, Seller shall provide to FGI, for each Account Debtor who is indebted on a Purchased Account, a weekly report in a form and substance satisfactory to FGI itemizing all such returns and allowances made during the previous week with respect such Purchased Account and at FGI’s option a check (or wire transfer) payable to FGI for the amount thereof or, in FGI’s sole and exclusive discretion, FGI may accept the issuance of a credit memo and charge same to the Reserve Account.

(h) Seller’s address, as set forth in any Application submitted to FGI, is and will be Seller’s mailing address, chief executive office, domicile, head office or registered office, principal place of business and the office where all of the books and records concerning the Purchased Accounts are and will be maintained, and which shall not be changed without giving thirty (30) days prior written notice to FGI. Seller will not change its name without giving thirty (30) days prior written notice to FGI.

(i) Seller shall maintain its books and records in accordance with GAAP and shall reflect on its books the absolute sale of the Purchased Accounts and their Related Rights to FGI. Seller shall furnish FGI, upon request, such information and statements as FGI shall request from time to time and at any time regarding Seller’s business affairs, financial condition and results of its operations. Without limiting the generality of the foregoing, Seller shall provide FGI, on or prior to the thirtieth (30^th) day of each month, unaudited financial statements with respect to the prior month and, within one hundred and twenty (120) days after the end of each of Seller’s fiscal years, annual consolidated financial statements for it and its Affiliates that are consolidated with it, and such certificates relating to the foregoing as FGI may request including, a monthly certificate from the president of Seller stating that no Event of Default exists or if any Event of Default exists stating in detail the nature of each Event of Default. Seller will furnish to FGI upon request a current listing of all open and unpaid accounts payable and Accounts, and such other items of information that FGI may deem necessary or appropriate from time to time. Unless otherwise expressly provided herein or unless FGI otherwise consents, all financial statements and reports furnished to FGI hereunder shall be prepared and all financial computations and determinations pursuant hereto shall be made in accordance with GAAP, consistently applied.

(j) Seller has filed and will file all material tax returns required to be filed in any jurisdiction where Seller conducts business and Seller has paid and will pay all taxes and governmental charges (including taxes and charges imposed with respect to any sale of Goods or provision of services) (unless contested in good faith) and furnish to FGI upon request satisfactory proof of payment and compliance with all federal, provincial, foreign and local tax requirements.

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(k) There are, and at any time that Seller provides a Schedule of Accounts to FGI pursuant hereto there will be, no lawsuits against Seller involving amounts greater than $50,000 (or the equivalent thereof in any currency) except as disclosed in writing to FGI before the date hereof or the date of providing such Schedule, and Seller will promptly notify FGI of (i) the filing of any lawsuit against Seller involving amounts greater than $50,000 (or the equivalent thereof in any currency), and (ii) any attachment or any other legal process levied against Seller.

(l) The Application made or delivered by or on behalf of Seller in connection with this Agreement, and the statements made therein, are true and correct at the time that this Agreement is executed. There is no fact which Seller has not disclosed to FGI in writing which could reasonably be expected to materially adversely affect the properties, business, financial condition or prospects of Seller, or any of the Accounts or other Collateral, or which is necessary to disclose in order to keep the foregoing representations and warranties from being misleading.

(m) In no event shall the funds paid to Seller hereunder be used directly or indirectly for personal, family, household or agricultural purposes.

(n) Seller does, and will do, business under no trade or assumed names other than specifically listed on Schedule 4(n) attached hereto.

(o) Any invoice or written communication that Seller will send to FGI by facsimile transmission or email will be a duplicate of the original.

(p) Any electronic communication of data, whether by e-mail, tape, disk, or otherwise, that Seller remits or causes to be remitted to FGI shall be authentic and genuine.

(q) Seller has obtained and will obtain all material licenses, permits, franchises or other governmental authorizations necessary for the ownership of its property and for the conduct of its business.

(r) After giving effect to the transactions contemplated under this Agreement, Seller is and will be solvent, is and will be able to pay its debts as they become due, and has and will have capital sufficient to carry on its business and all businesses in which it is or will be about to engage, and now owns and will own property having a value both at fair valuation and at fair salable value greater than the amount required to pay Seller’s debts. Seller will not be rendered insolvent by the execution and delivery of this Agreement or by the transactions contemplated hereunder.

(s) Seller shall continue in the business presently operated by it using its reasonable best efforts to maintain its customers and goodwill.

(t) Seller shall deliver written notice to FGI promptly upon becoming aware of the existence of (i) any condition or event which constitutes a Default or Event of Default, specifying the nature and period of existence thereof and what action Seller is taking (and proposes to take) with respect thereto or (ii) any notice of default, oral or written, given to Seller by any creditor for indebtedness for borrowed money in excess of $75,000 (or the equivalent thereof in any currency).

(u) Seller shall permit any of FGI’s officers or other representatives to visit and inspect upon prior reasonable notice (absent the existence of an Event of Default) during normal business hours any of the locations of Seller, to examine and audit all of Seller’s books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss its affairs, finances and accounts with its officers, employees and independent accountants all at Seller’s expense at the standard rates charged by FGI for such activities, plus FGI’s reasonable out-of-pocket expenses. All such expenses incurred shall be limited to $25,000 in the course of a year (unless an Event of Default then exists and is continuing in which case Seller shall reimburse FGI for reasonable out-of-pocket expenses for all visits).

(v) Seller agrees that, promptly upon becoming aware of any development or other information outside the ordinary course of business, excluding matters of a general economic, financial or political nature, which would reasonably be expected to have a material adverse effect on the properties, business, financial condition or prospects of Seller, it shall give to FGI telephonic notice specifying the nature of such development or information and such anticipated effect. In addition, such verbal communication shall be confirmed by written notice thereof to FGI within 48 hours.

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(w) Seller will promptly notify FGI in writing in the event that Seller becomes a party to or obtains any rights with respect to any Commercial Tort Claim. Such notification shall include information sufficient to describe such Commercial Tort Claim, including, but not limited to, the parties to the claim, the court in which the claim was commenced, the docket number assigned to such claim, if any, and a detailed explanation of the events that gave rise to the claim. As of the date hereof, Seller has no right to any Commercial Tort Claims. Seller shall execute and deliver to FGI all documents and/or agreements necessary to grant FGI a security interest and lien in such Commercial Tort Claim to secure the Obligations. Seller authorizes FGI to file (without Seller’s signature) Financing Statements as FGI deems necessary to perfect its security interest to third parties in any Commercial Tort Claim.

(x) Seller shall provide FGI with written notice of any letters of credit for which Seller is the beneficiary. Seller shall execute and deliver (or cause to be executed or delivered) to FGI all documents and agreements as FGI may require in order to obtain and perfect its security interest and its liens in the related Letter-of-Credit Rights.

(y) Seller shall not engage in any transaction or series of related transactions pursuant to which (A) a Person or group of Persons acquires (i) voting securities of Seller constituting greater than 50% of the issued and outstanding voting securities of Seller and/or entitling such Person or group to elect a majority of Seller’s board of directors (whether by merger, amalgamation, consolidation, recapitalization, division, conversion or otherwise) without the consent of FGI and which consent shall not be unreasonably withheld or delayed or (ii) all or substantially all of Seller’s assets determined on a consolidated basis, or (B) Seller is wound up, dissolved or liquidated or otherwise ceases to be in existence in the form as of the date hereof;

(z) Excepting the endorsement in the ordinary course of business of negotiable instruments for deposit or collection, Seller shall not become or be liable, directly or indirectly, primary or secondary, matured or contingent, in any manner, whether as guarantor, surety, accommodation maker, or otherwise, for the existing or future indebtedness of any kind of any Person without the consent of FGI and which consent shall not be unreasonably withheld or delayed.

(aa) Seller shall not, and shall not permit any other Credit Party, without FGI’s prior written consent: (i) declare or pay or make any forms of distribution or dividend to holders of Seller’s capital stock, membership interest or other equity interest or to any Limited Credit Parties; (ii) declare or pay any bonus compensation to its officers if a Default or Event of Default exists or would result from the payment thereof; or (iii) hereafter incur or become liable for any indebtedness.

(bb) Seller shall not, and shall not permit any other Credit Party, without FGI’s prior written consent, make or have outstanding loans, advances, extensions of credit or capital contributions to, or investments in, any Person other than any Affiliates (but excluding a Limited Credit Party) with which it is consolidated for accounting purposes and other than those in existence as of the date hereof.

(cc) Seller shall not, and shall not permit any other Credit Party without FGI’s prior written consent, to sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other similar transactions with, any of the Limited Credit Party or their affiliates.

(dd) Seller shall not use FGI’s name in connection with any of its business operations other than in connection with references to this Agreement. Nothing herein contained is intended to permit or authorize Seller to make any contract on behalf of FGI.

(ee) Seller shall not become or be a party to any contract or agreement which at the time of becoming a party to such contract or agreement materially impairs Seller’s ability to perform under this Agreement, or under any other instrument, agreement or document to which Seller is a party or by which it is or may be bound.

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(ff) Seller shall not amend any license agreements with respect to Inventory without the prior written consent of FGI and which consent shall not be unreasonably withheld or delayed.

(gg) Anti-Terrorism Law: Neither Seller nor any Affiliate of Seller is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. Neither Seller nor any Affiliate of Seller, or to Seller’s knowledge, any of its respective agents acting or benefiting in any capacity in connection with this Agreement or other transactions hereunder, is a Blocked Person.

(hh) Perfection and Priority: This Agreement and the other Transaction Documents are effective to create in favor of FGI legal, valid and enforceable liens in all right, title and interest of Seller in the Collateral, and when financing statements have been filed in the offices of the applicable jurisdictions, Seller will have granted to FGI, and FGI will have perfected first priority liens in the Collateral, superior in right to any and all other liens, existing or future.

Section 5. Notice and Acquiescence of Purchase.

(a) Seller authorizes FGI to file, and Seller shall execute and deliver to FGI and/or file at such times and places as FGI may designate, such Financing Statements as are necessary or desirable to give notice of, and to perfect and maintain the perfection and priority of, FGI’s purchase of the Purchased Accounts and their Related Rights, including the notification of Account Debtors of the assignment in accordance with Section 7(a) and FGI’s security interest and lien in the Collateral as provided herein.

(b) Unless an Account Debtor is otherwise notified in accordance with Section 7(a), Seller shall include on all sales contract, purchase order and invoice for each Account a clear statement, in form and substance satisfactory to FGI, to the effect that the Account Debtor consents to and acquiesces in the assignment and transfer of the Account arising or evidenced thereunder by Seller to FGI. FGI confirms that the following is acceptable, any other language will have to be accepted by FGI: “The [Customer/Client] hereby acquiesce to the sale and assignment of this [contract/order/invoice] and all rights relating thereto to FGI”.

Section 6. Collateral.

(a) In order to secure the payment of all indebtedness and obligations of Seller to FGI (including the Obligations), Seller hereby grants to FGI a continuing mortgage, charge, assignment, pledge, security interest, and lien (collectively, “FGI’s Security”) in and upon all of Seller’s right, title and interest in and to all of the Collateral. Seller agrees to comply with all appropriate laws in order to perfect FGI’s security interest and its lien in and to the Collateral and to execute such documents as FGI may, from time to time, require and to deliver to FGI a list of all locations of its Inventory, Equipment and Goods. Seller shall provide written notice to FGI of any change in the locations at which it keeps its material Inventory, Equipment and Goods at least thirty (30) days prior to any such change. The occurrence of any Event of Default shall entitle FGI to all of the default rights and remedies (without limiting the other rights and remedies exercisable by FGI either prior or subsequent to an Event of Default) as are available to a secured party under the UCC in effect in any applicable jurisdiction.

Section 7. Collection.

(a) Seller shall notify all Account Debtors by a letter in the form of Schedule 7 attached hereto and take other necessary or appropriate means to insure that all of Seller’s Account(s), whether or not purchased by FGI, shall be paid directly to FGI at the remittance address or by the wire instructions set forth below. FGI shall have the right at any time, either before or after the occurrence of an Event of Default and without notice to Seller, to notify any or all Account Debtors of the assignment to FGI and to direct such Account Debtors to make payment of all amounts due or to become due to Seller directly to FGI. As to any Account proceeds that do not represent Purchased Accounts, and so long as no Event of Default has occurred, FGI shall be deemed to have received any such proceeds of Accounts as a pure pass-through for and on account of Seller; provided, however, FGI may retain, in its sole and absolute discretion, any such amounts as additional reserves in the Reserve Account. Unless otherwise required by FGI, all invoices of all of Seller’s Accounts shall plainly state on their face:

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All amounts owing under this invoice have been assigned to Faunus Group International, Inc. d/b/a FGI Finance and all such amounts payable hereunder are payable to Faunus Group International, Inc. d/b/a FGI Finance at the remittance address or by the wire instructions set forth below (or to such other address or account as FGI may designate from time to time):

Wire Instructions:

Beneficiary: Bar Code Specialties

Credit Account #: 4010299559

SWIFT: CTZIUS33

ABA: 021313103

Bank: Citizens Bank

Bank Address: 1 Citizens Drive

Riverside RI, 02915

Beneficiary: Quest Marketing, Inc.

Credit Account #: 4010299567

SWIFT: CTZIUS33

ABA: 021313103

Bank: Citizens Bank

Bank Address: 1 Citizens Drive

Riverside RI, 02915

(b) FGI shall allow Seller to initiate the initial collection efforts and Seller shall do so diligently and using all commercial efforts. If Seller’s collection efforts are unsuccessful or if FGI is unsatisfied with the collection procedures used by Seller or its efforts or results, FGI, as the sole and absolute owner of the Purchased Accounts and their Related Rights, shall have the sole and exclusive power and authority to collect such Purchased Accounts and Related Rights, through legal action or otherwise, and FGI may, in its sole discretion, settle, compromise, or assign (in whole or in part) any of such Purchased Accounts and Related Rights, or otherwise exercise, to the maximum extent permitted by applicable law, any other right now existing or hereafter arising with respect to any of such Purchased Accounts and Related Rights.

(c) The terms and conditions set out in this Section 7 shall not amend or otherwise modify the obligations of Seller under Section 5 hereof.

Section 8. Payments Received by Seller. Should Seller receive payment of all or any portion of any Purchased Account or, after the occurrence and during the continuation of a Default, of any other Account, Seller shall immediately notify FGI in writing of the receipt of the payment, hold said payment in trust or as mandatary for FGI separate and apart from Seller’s own property and funds, and shall deliver said payment to FGI without delay in the identical form in which received with all necessary endorsements. Should Seller receive any check or other payment instrument with respect to a Purchased Account or, after the occurrence and during the continuation of a Default, with respect to any other Account, and fail to surrender and deliver to FGI said check or payment instrument on the second business day following the date of receipt by Seller, FGI shall be entitled to charge Seller a Misdirected Payment Fee to compensate FGI for the additional administrative expenses that the parties acknowledge is likely to be incurred as a result of such breach. In the event any Goods, the sale of which gave rise to a Purchased Account, are returned to or repossessed by Seller, such Goods shall be held by Seller in trust for FGI, separate and apart from Seller’s own property and subject to FGI’s sole direction and control.

Section 9. Power of Attorney. Seller grants to FGI an irrevocable power of attorney authorizing and permitting FGI, at its option, with or without notice to Seller to do any or all of the following in the Seller’s name or otherwise: (a) endorse the name of Seller on any checks or other evidences of payment whatsoever that may come into the possession of FGI regarding Purchased Accounts, their Related Rights or Collateral, including checks or other payment instruments received by FGI pursuant to Section 8 hereof; (b) upon the occurrence and during the continuance of an Event of Default, receive, open and dispose of any mail addressed to Seller and put FGI’s address on any statements mailed to Account Debtors; (c) subject to Section 7(b) and upon providing prior written notice to Seller, pay, settle, compromise, prosecute or defend any action, claim, conditional waiver and release, or proceeding relating to Purchased Accounts, their Related Rights or Collateral; (d) upon the occurrence of an Event of Default, notify in the name of the Seller, the U.S. Post Office and any other postal authorities to change the address for delivery of mail addressed to Seller to such address as FGI may designate; provided, however, that FGI shall turn over to Seller all such mail not relating to Purchased Accounts, their Related Rights or Collateral; (e) file any Financing Statements deemed necessary or appropriate by FGI to protect FGI’s interest in and to the Purchased Accounts, their Related Rights or Collateral, or under any provision of this Agreement; (f) upon the occurrence and during the continuance of an Event of Default, effect debits to any demand deposit or other deposit account that Seller maintains at any bank, trust company, savings and loan association, credit union, other financial institution or like organization for any sums due to or from the Seller under this Agreement; and (g) and upon the occurrence and during the continuance of an Event of Default, to do all other things necessary and proper in order to carry out this Agreement. The powers and authority granted to FGI herein are coupled with an interest and are irrevocable until this Agreement is terminated and all Obligations are fully satisfied.

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Section 10. Default and Remedies. An Event of Default shall be deemed to have occurred hereunder and FGI may immediately exercise its rights and remedies with respect to the Collateral under this Agreement, at law, in equity, under statute and otherwise, upon the happening of one or more of the following: (a) Seller shall fail to pay as and when due any amount owed to FGI, unless such failure is due to an administrative or technical error or banking system disruption affecting the transfer of funds, which error is remedied within 3 business days; (b) (i) the commencement of any action for the dissolution, winding up or liquidation of Seller, or the commencement of any proceeding to avoid any transaction entered into by Seller, or the commencement of any case or proceeding for reorganization or liquidation of Seller or Seller’s debts under any federal, provincial, state or other bankruptcy or insolvency legislation or any other legislation, now or hereafter enacted, for the relief of debtors, whether instituted by or against Seller; provided, however, that Seller shall have thirty (30) days to obtain the dismissal or discharge of involuntary proceedings filed against it, provided further that such grace period will cease to apply if (x) an order, decree or judgment is granted or entered thereunder (whether or not entered or subject to appeal) against or with respect to Seller in the interim or (y) Seller files an answer admitting the material allegations of a petition or other material filed against it in any such proceeding, (ii) Seller makes or proposes in writing an assignment for the benefit of creditors generally, offers a composition or extension to creditors, or makes or sends notice of an intended bulk sale of any business or assets now or hereafter owned or conducted by Seller, (iii) the appointment of a receiver, receiver and manager, liquidator, custodian, trustee or similar official or fiduciary for Seller or for Seller’s property, or (iv) any other Insolvency Proceeding is instituted by or against Seller; provided, however, that Seller shall have thirty (30) days to obtain the dismissal or discharge of involuntary proceedings filed against it, provided further that such grace period will cease to apply if (x) an order, decree or judgment is granted or entered thereunder (whether or not entered or subject to appeal) against or with respect to Seller in the interim or (y) Seller files an answer admitting the material allegations of a petition or other material filed against it in any such proceeding; (c) Seller shall become insolvent in that its debts are greater than the fair value of its assets, or Seller is generally not paying its debts as they become due; (d) any lien, garnishment, attachment or the like shall be issued against or shall attach to the Purchased Accounts, their Related Rights, the Collateral or any portion thereof and the same is not released within ten (10) days; (e) Seller suffers the entry against it for a final judgment for the payment of money in excess of $50,000 (or the equivalent thereof in any currency), unless the same is discharged within thirty (30) days after the date of entry thereof or an appeal or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; (f) Seller shall breach any covenant, other obligation, warranty or representation set forth herein and such breach continues for fifteen (15) days or any such warranty or representation shall be untrue when made; (g) any report, certificate, schedule, financial statement, profit and loss statement or other statement furnished by Seller, or by any other Person on behalf of Seller, to FGI is not true and correct in any material respect when so furnished; (h) Seller shall have a federal, provincial, state or other tax lien filed against any of its properties, or shall fail to pay any federal, provincial, state or other tax when due, or shall fail to file any federal, provincial, state or other tax form as and when due; (i) an Event of Default or Default has occurred or is continuing under the Canadian SASA; or (j) a material adverse change shall have occurred in Seller’s financial condition, business, operations or prospects. Upon the occurrence of an Event of Default, all obligations owing to FGI (including the Obligations) shall become immediately due and payable at the option of FGI (provided, that, upon the occurrence of an Event of Default under clause (b) above, all such amounts shall become immediately due and payable without further notice or demand) and FGI shall be entitled to all rights it has by law as a secured creditor, including as to any form of equitable relief that may be appropriately obtained through legal process without having to establish any inadequate remedy at law or other grounds other than to establish that its Collateral is subject to being improperly used, moved, dissipated or withheld from FGI. All post-judgment interest shall bear interest at the greater of the contract rate and 18% per annum.

Section 11. Cumulative Rights; Waivers. All rights, remedies and powers granted to FGI in this Agreement, or in any other instrument or agreement given by Seller to FGI or otherwise available to FGI in equity, at law, by statute or otherwise, are cumulative and may be exercised singularly or concurrently with such other rights as FGI may have. These rights may be exercised from time to time as to all or any part of the Purchased Accounts and their Related Rights or the Collateral as FGI in its sole and absolute discretion may determine. FGI will not be held to have waived its rights and remedies unless the waiver is in writing and signed by FGI. A waiver by FGI of a right, remedy or default under this Agreement on one occasion is not a waiver of any right, remedy or default on any subsequent occasion. Any failure by FGI to exercise, or any delay by FGI in exercising, any right shall not in any manner impair the subsequent exercise by FGI of any of its rights.

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Section 12. Notices. Any notice or communication with respect to this Agreement shall be given in writing, sent by (i) personal delivery, or (ii) expedited delivery service with proof of delivery, or (iii) United States mail, postage prepaid, registered or certified mail, or (iv) facsimile or email, addressed to each party hereto at its address set forth below or to such other address or to the attention of such other person as hereafter shall be designated in writing by the applicable party sent in accordance herewith. Any such notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of delivery service or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of facsimile, upon receipt.

Faunus Group International, Inc.	Quest Marketing, Inc.
80 Broad Street	860 Conger Street
22nd Floor	Eugene, OR 97402
New York, NY 10004
Fax: (212) 248-3404
	Bar Code Specialties, Inc.
	860 Conger Street
	Eugene, OR 97402

Section 13. Term. Subject to the last sentence of this Section 13, the Original Term of this Agreement shall be thirty-six (36) months from the date of this Agreement, which shall thereafter be extended automatically for additional one (1) year terms after the termination of the Original Term and each automatic extension unless written notice of termination is given by one party hereto to the other party hereto at least forty-five (45) days, but not more than ninety (90) days, prior to the end of the Original Term or any extension thereof. Any such notice of termination, however, and notwithstanding payment in full of all Obligations by Seller, is conditioned on Seller’s delivery, to FGI, of a general release in a form reasonably satisfactory to FGI. Seller understands that this provision constitutes a waiver of its rights under § 9-513 of the UCC. FGI shall not be required to record any terminations or satisfactions of any of FGI’s liens on the Collateral unless and until Seller has executed and delivered to FGI said general release and Seller shall have no authority to do so without FGI’s express written consent. Upon (i) the termination of this Agreement, (ii) the payment in full of all Obligations by Seller and (iii) Seller’s delivery to FGI of said general release, FGI shall cause any Purchased Accounts to be assigned back to Seller without representation or warranty pursuant to documentation acceptable to FGI within a commercially reasonable period but not exceeding forty-five (45) calendar days after a written request for reassignment of such Purchased Accounts has been delivered to FGI. In the event Seller terminates this Agreement within the first 18 months following the commencement of this Agreement, Seller shall also pay to FGI an early Termination Fee in the amount of 3.00% of the Facility Amount. In the event that Seller terminates this Agreement after the first 18 months, but prior to the end of the Original Term or during the Extended Term, Seller shall pay to FGI an early Termination Fee in the amount of 1.50% of the Facility Amount. Any termination of this Agreement shall not affect FGI’s security interest and hypothec in the Collateral and FGI’s ownership of the Purchased Accounts, or other selected rights, and this Agreement shall continue to be effective, until all transactions entered into and obligations incurred hereunder have been completed and satisfied in full. Notwithstanding anything to the contrary, and assuming no default by Seller in which event FGI may terminate without notice, FGI may terminate this Agreement at any time by giving not less than sixty (60) days’ notice, in which event Seller shall not be obligated to pay any Termination Fee. No Termination Fee will be due if FGI, within its rights under this Agreement, increases the Reserve Percentage to an amount greater than forty percent (40%) for a period of more than 30 consecutive days and Seller notifies FGI of its intent to terminate this Agreement no later than 10 days after the end of such 30 day period.

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Section 14. Expenses. Upon execution of this Agreement, and from time to time thereafter, Seller will pay upon demand of FGI all costs, fees and reasonable expenses of FGI in connection with (i) the analysis, negotiation, preparation, execution, administration, delivery and termination of this Agreement and the documents and instruments referred to herein, and any amendment, amendment and restatement, supplement, waiver or consent relating hereto or thereto, whether or not any such amendment, amendment and restatement, supplement, waiver or consent is executed or becomes effective, including search and registration costs, the reasonable fees, expenses and disbursements of counsel for FGI, reasonable charges of any expert or consultant to FGI and reimbursement for premiums incurred by FGI to insure against nonpayment of the Accounts or other insurable losses to the Collateral, (ii) the enforcement of FGI’s rights hereunder, or the collection of any payments owing from Seller under this Agreement or the protection, preservation or defense of the rights of FGI hereunder or with respect to the Collateral, (iii) the enforcement of FGI’s rights with respect to any of the Collateral, any Purchased Accounts or any of their Related Rights, including the collection of any payments owing from any Account Debtors with respect to any Accounts (including the reasonable fees, expenses and disbursements of counsel for FGI), and (iv) any refinancing or restructuring of the arrangements provided under this Agreement in the nature of a “work-out” or of any Insolvency Proceedings, or otherwise (including the reasonable fees and disbursements of counsel for FGI). Seller hereby authorizes FGI, at FGI’s sole discretion, to charge such fees, costs and expenses, and all other Obligations, to the Reserve Account or Seller may make demand therefor.

Section 15. Indemnity. Seller releases and shall indemnify, defend and hold harmless FGI and its respective officers, shareholders, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and costs and expenses (including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of Seller under, pursuant to or related to this Agreement, (ii) Seller’s breach or violation of any representation, warranty, covenant or agreement contained in this Agreement, (iii) Seller’s failure to comply with any or all laws, statutes, ordinances, governmental rules, regulations or standards, whether federal, provincial, state, local or other, or court or administrative orders or decrees, (iv) any claim by any third party, including any other creditor of Seller, against FGI arising out of any transaction whether hereunder or in any way related to this Agreement and (v) all costs, expenses, fines, penalties or other damages resulting from any of the foregoing, except to the extent resulting solely from acts or conduct of FGI constituting willful misconduct or gross negligence.

Section 16. Severability. Each and every provision, condition, covenant and representation contained in this Agreement is, and shall be construed to be, a separate and independent covenant and agreement. If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of the Agreement shall not be affected thereby.

Section 17. Parties in Interest. All grants, covenants and agreements contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that Seller may not delegate or assign any of its rights, duties or obligations under this Agreement without the prior written consent of FGI. FGI reserves the right to assign its rights and obligations under this Agreement in whole or in part to any Person.

Section 18. Governing Law: Submission to Process and Venue. This Agreement shall be deemed a contract made under the laws of the State of New York and shall be construed and enforced, along with all matters arising hereunder or related hereto, in accordance with and governed by the internal laws of the State of New York, without reference to the rules thereof relating to conflicts of law, except with respect to the lien created herein which shall be governed by the laws of the Province of Quebec and the federal laws applicable therein. Seller hereby irrevocably submits itself to the non-exclusive jurisdiction of the state and federal courts located in New York, and agrees and consents that service of process may be made upon it in any legal proceeding relating to this Agreement, the purchase of Accounts or any other relationship between FGI and Seller by any means allowed under provincial, state or federal law. Any legal proceeding arising out of or in any way related to this agreement, the purchase of Accounts or any other relationship between FGI and Seller may be brought and litigated in any of the state or federal courts located in the State of New York in any county in which FGI has a business location, the selection of which shall be in the exclusive discretion of FGI. Seller hereby waives and agrees not to assert, by way of motion, as a defense or otherwise, that any such proceeding is brought in any inconvenient forum or that the venue thereof is improper.

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Section 19. Complete Agreement. This Agreement, the written documents executed pursuant to this Agreement, if any, and any acknowledgment delivered in connection herewith set forth the entire understanding and agreement of the parties hereto with respect to the transactions contemplated herein and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. No modification or amendment of or supplement to this Agreement shall be valid or effective unless the same is in writing and signed by the party against whom it is sought to be enforced.

Section 20. Miscellaneous.

(a) Seller acknowledges that there is no fiduciary relationship between FGI and Seller created by this Agreement, and Seller waives any right to assert, now or in the future, the existence or creation of any fiduciary relationship between FGI and Seller with respect to this Agreement in any action or proceeding (whether by way of claim, counterclaim, crossclaim or otherwise) for damages.

(b) This Agreement shall be deemed to be one of financial accommodation and not assumable by any debtor, trustee or debtor-in-possession in any Insolvency Proceeding without FGI’s express written consent and may be suspended in the event a petition in bankruptcy is filed by or against Seller or Seller is subject to any other Insolvency Proceeding.

(c) In the event Seller’s principals, officers or directors form a new entity, whether a corporation, partnership, limited liability company or otherwise, similar to that of Seller during the Term of this Agreement and in connection with such action transfer assets constituting Collateral from Seller to such entity, such entity shall be deemed to have expressly assumed the obligations due FGI by Seller under this Agreement. Upon the formation of any such entity and the transfer of such assets constituting Collateral, FGI shall be deemed to have been granted an irrevocable power of attorney with authority to execute, on behalf of the newly formed successor business, a new Financing Statement and have it filed with the appropriate governmental office. FGI shall be held harmless and be relieved of any liability as a result of the resulting perfection of a lien or security interest in any of the successor entity’s assets. In addition, FGI shall have the right to notify the successor entity’s Account Debtors of FGI’s lien and other rights, to collect all Accounts, and to notify any lender or other secured party who has sought to procure a competing lien or security interest or lien of FGI’s rights in such successor entity’s assets.

(d) Seller expressly authorizes FGI to access the systems of and/or communicate with any third party with respect to the status of any Goods relating to a Purchased Account, including warehousemen, bailees, and shipping or trucking companies, in order to obtain or verify tracking, shipment or delivery status of any Goods relating to a Purchased Account.

(e) Seller acknowledges that the duty to accurately complete each Schedule of Accounts is critical to this Agreement and as such all obligations with respect thereto must be fulfilled by an authorized representative of Seller.

(f) Seller shall indemnify and save FGI harmless from any loss arising out of the assertion of any Avoidance Claim. Seller shall notify FGI within two business days of it becoming aware of the assertion of an Avoidance Claim.

(g) Seller agrees to execute any and all forms that FGI may reasonably require in order to enable FGI to obtain and receive tax information maintained by the federal or any provincial government of Canada or any agency thereof, or to receive refund checks.

(h) Seller will cooperate with FGI in obtaining a control agreement in form and substance satisfactory to FGI with respect to Collateral consisting of Deposit Accounts, Investment Property, Letter-of-Credit Rights and /or electronic Chattel Paper.

(i) Whenever Seller shall be required to make any payment, or perform any act, on a day which is not a business day, such payment may be made, or such act may be performed, on the next succeeding business day. Time is of the essence as to Seller’s performance under all provisions of this Agreement and all related agreements and documents.

(j) All warranties, representations, agreements, and covenants made by Seller herein, or in any agreement referred to herein or on any certificate, document or other instrument delivered by it or on its behalf under this Agreement, shall be considered to have been relied upon by FGI regardless of any investigation made by FGI or on its behalf. All statements in any such certificate or other instrument prepared and/or delivered for the benefit of FGI shall constitute warranties and representations by Seller hereunder. Except as otherwise expressly provided herein, all covenants and agreements made by Seller hereunder or under any other agreement or instrument shall be deemed continuing until all Obligations are satisfied in full. All indemnification obligations under this Agreement shall survive the termination of this Agreement and payment of the Obligations.

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(k) FGI, upon prior written consent of the Sellers, shall have the right to announce and publicize the arrangement established hereunder, as it deems appropriate, by means and media selected by FGI. Such publication may include all pertinent information relating to such arrangement. The form and content of the published information shall be in the sole discretion of FGI and shall be considered the sole and exclusive property of FGI. All expenses related to publicizing such arrangement shall be the sole responsibility of FGI.

Section 21. Waiver of Jury Trial, Punitive and Consequential Damages, Etc. Seller and FGI hereby irrevocably waive any right either may have to a trial by jury in respect of any litigation directly or indirectly at any time arising out of, under or in connection with this Agreement or any transaction contemplated hereby or associated herewith. Seller and FGI each irrevocably waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages and Seller hereby releases and exculpates FGI, its officers, employees and designees, from any liability arising from any acts under this Agreement or in furtherance thereof whether of omission or commission, and whether based upon any error of judgment or mistake of law or fact, except for gross negligence or willful misconduct. Seller certifies that no party hereto nor any representative or agent or counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to enforce the foregoing waivers. Seller acknowledges that FGI has been induced to enter into this Agreement and the transactions contemplated hereby, in part, as a result of the waivers and certifications contained in this Section.

Section 22. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Seller may not transfer, assign or delegate any of its rights, duties or obligations hereunder. Seller acknowledges and agrees that FGI may at any time, and from time to time, (a) sell participating interests in FGI’s rights hereunder, and (b) otherwise sell, transfer, or assign FGI’s rights and obligations hereunder. No rights are intended to be created hereunder, or under any related agreements or documents, for the benefit of any third party donee, creditor or incidental beneficiary of Seller. Nothing contained in this Agreement shall be construed as a delegation to FGI of Seller’s duty of performance, including, without limitation, Seller’s duties under any Account or contract with any other Person.

Section 23. Delivery by Electronic Means. This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by electronic means, including by means of unalterable files attached to e-mail communications or by facsimile, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of electronic means to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of electronic means as a defense to the formation or enforceability of a contract and each such party forever waives any such defence.

Section 24. Taxes and Set-off. All payments to be made by Seller hereunder shall be made without set-off, compensation, deduction or counterclaim and without deduction for any taxes, levies, duties, fees, deductions, withholdings, restrictions or conditions of any nature whatsoever. If at any time any applicable law requires Seller to make any such deduction or withholding from any such payment, the sum due from Seller with respect to such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, FGI receives a net sum equal to the sum which FGI would have received had no deduction or withholding been required.

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Section 25. Foreign Currency. If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any other agreement between Seller and FGI, it becomes necessary to convert into a particular currency (the “Judgment Currency”) any amount due under this Agreement or such other agreement in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the rate of exchange prevailing on the business day (in New York, New York) before the day on which judgment is given. In this Section 25, “rate of exchange” means the rate at which FGI is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice at its office in New York, New York. In the event that there is a change in the rate of exchange prevailing between such business day and the date of receipt by FGI of the amount due, Seller will, on the date of receipt by FGI, pay FGI such additional amount, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by FGI on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by it is the amount then due under this Agreement or such other agreement in the Currency Due. If the amount of the Currency Due which FGI is so able to purchase is less than the amount of the Currency Due originally due to it, Seller shall indemnify and save FGI harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and any such other agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by FGI from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any such other agreement or under any judgment or order.

Section 26. Currency Risk.

(a) Seller acknowledges that, at Seller’s request, FGI may make Advances and other payments to Seller hereunder or in connection herewith in one or more currencies other than U.S. Dollars (each such other currency, a “Foreign Currency”). Seller hereby agrees to reimburse FGI, on demand, for all reasonable fees, charges and other expenses, including currency exchange fees and charges, that FGI may pay or otherwise incur in connection with (i) the purchase of any such Foreign Currency with U.S. Dollars or (ii) the purchase of U.S. Dollars with any amount FGI receives in a Foreign Currency from Seller or any other Person under, pursuant to or in respect of this Agreement, any related agreement, any Purchased Account, any Related Rights or any Collateral.

(b) Seller agrees that it will, on demand, indemnify and save FGI harmless in respect of any loss (a “Foreign Exchange Loss”) that FGI may incur or suffer as a result of (i) FGI purchasing any amount in a Foreign Currency with U.S. Dollars in connection with enabling FGI to advance or pay such amount to or for the credit of Seller as contemplated by this Agreement, (ii) FGI purchasing any amount in U.S. Dollars with any Foreign Currency that FGI may receive in connection with this Agreement and (iii) there having occurred any change in applicable rates of exchange in relation to U.S. Dollars and any Foreign Currency on or after the date hereof (and whether before or after the end of the Term). In particular, but without in any way limiting the generality of the preceding sentence, Seller agrees that, if (x) on any day (the “Purchase Date”) FGI purchases with U.S. Dollars an amount in a Foreign Currency for the purpose of paying such amount in such Foreign Currency to or for the benefit of Seller pursuant hereto, (y) FGI thereafter receives an amount in any Foreign Currency from Seller or any other Person under, pursuant to or in respect of this Agreement, any related agreement, any Purchased Account, any Related Rights or any Collateral, and (z) there has occurred a change in any applicable rate of exchange following the Purchase Date, Seller will, on demand, pay FGI such additional amount (whether in U.S. Dollars or a Foreign Currency) as FGI, in its discretion, believes is desirable to help ensure that the amounts so received by and paid to FGI, assuming that any such amount received or paid in a Foreign Currency is converted into U.S. Dollars at the rate of exchange prevailing on the date so received by or paid to FGI, will be sufficient to ensure that FGI will not suffer a Foreign Exchange Loss as a result of such matters or transactions. For the purpose of this Section 25, “rate of exchange” means the rate at which FGI is able, on any particular relevant date, to purchase U.S. Dollars with a particular Foreign Currency in accordance with its normal practice at its office in New York, New York.

(c) A certificate of FGI setting forth the amount or amounts to be paid to FGI pursuant to this Section 26, together with a brief calculation thereof, shall be sent to Seller and shall be conclusive absent manifest error. In preparing any such certificate, FGI shall be entitled to use averages and make reasonable estimates, and shall not be required to match or isolate particular transactions or payments. Seller shall pay FGI the amount shown as due by Seller on any such certificate within 10 days after receipt thereof by Seller.

Section 27. Interpretation of Agreement. The parties hereto acknowledge and agree that this Agreement and the agreements or instruments entered into in connection herewith have been negotiated at arm’s-length and among parties equally sophisticated and knowledgeable in the matters dealt with in this Agreement or in such agreements or instruments. Accordingly, any rule of law or legal decision that would require interpretation of any ambiguities in this Agreement or the agreements or instruments entered into in connection herewith against the party that has drafted it is not applicable and is waived. The provisions of this Agreement and the agreements and instruments entered into in connection herewith shall be interpreted in a reasonable manner to effect the intent of the parties as set forth herein or therein.

Section 28. Joint and Several Obligations. Each Seller shall be jointly and severally liable for the Obligations.

SIGNATURES ON FOLLOWING PAGE

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In Witness Whereof, the parties have set their hands and seals on the day and year first hereinabove written.

FAUNUS GROUP INTERNATIONAL, INC.
By:	/s/ David DiPiero
Name:	David DiPiero
Title:	Chief Executive Officer
QUEST MARKETING INC.
By:	/s/ Tom Miller
Name:	Tom Miller
Title:	Chief Executive Officer
BAR CODE SPECIALTIES, INC.
By:	/s/ Tom Miller
Name:	Tom Miller
Title:	Chief Executive Officer

Schedule of Accounts Sold/Bill of Sale

Client’s Name: Schedule Number ___________

Page ____ of _____ Date ______ 20__

Invoice
Date Invoice
Number Name of Account Debtor Location Invoice
Amount

ASSIGNMENT:

KNOW ALL MEN BY THESE PRESENTS that the undersigned for value received has sold, transferred and assigned and does hereby sell, transfer and assign to Faunus Group International, Inc. (the “Buyer”), its successors and assigns, in accordance with the provisions of that certain Sale of Accounts and Security Agreement heretofore duly executed and delivered by the undersigned and duly accepted by the Buyer, and any amendments thereto (the “Agreement”), all of the undersigned’s right, title and interest in and to each account receivable (an “Account”) arising in connection with the goods or services whose sale gave rise to the invoices listed hereon, and the Related Rights (as that term is defined in the Agreement) in respect of each Account, including without limitation all of the undersigned’s right of stoppage in transit, replevin and reclamation as an unpaid vendor. Each Account is made a part hereof as if attached or incorporated herein for the specific terms, conditions, provisions and description thereof.

For the purpose of inducing the Buyer to purchase the Accounts, the undersigned hereby reaffirms all representations and warranties under the Agreement applicable to the Accounts and the related account debtors. In the event of any breach of any such representation or warranty, the Buyer, its successors and assigns, shall have such rights, inter alia, as are provided in the Agreement.

The undersigned warrants and represents that, with respect to each Account described above, since the last sale of Accounts by the undersigned to the Buyer, no merchandise has been returned or rejected, and no defense, dispute, claim, offset, compensation or counterclaim has developed or has been asserted, in any case with respect to any Account heretofore sold, transferred and assigned by the undersigned to the Buyer, which has not been or is not contemporaneously being reported in writing by the undersigned to the Buyer.

in witness whereof, the undersigned has duly executed this Assignment under the hand of its officer(s) duly authorised in that regard this __ day of _____________, 20___.

Quest Solution Inc.

By:		Print Name:	Title:
	(Signature)

Schedule 4(a)

Organizational Structure

● Quest Solution, Inc. (DE C-corp), parent company

● Quest Marketing, Inc. (OR, C-Corp), 100% owned subsidiary

● Bar Code Specialties, Inc. (CA, C-Corp), 100% owned subsidiary

Schedule 4(e)

Financing Statements

● UCC-1 #14-7438889820 filed 12/03/2014 with Wells Fargo Bank, National Association as secured party.

Schedule 4(n)

Trade and Assumed Names

● Quest Marketing, Inc.

● Quest Solution, Inc.

● Bar Code Specialties, Inc.

Schedule 7

Form of Notification Letter

[on the letterhead paper of Quest Solution Inc.]

Ladies and Gentlemen:

We are pleased to advise that to enable us to better service our customers, we have assigned all of our invoices issued to you to FGI Finance (“FGI”).

To the extent that you are now indebted or may in the future become indebted to us on an account (i.e., invoices) or a general intangible, payment thereof is to be delivered and made payable only to account listed below. Payment in any other way will not constitute payment and will not discharge your obligation.

All amounts have been assigned to FGI Finance and all such amounts payable hereunder are payable to the below:

For Accounts in US Dollars:

Pay through our corresponding bank:

This letter may only be revoked by a writing signed by one of FGI’s officers whose signature may only be relied on if acknowledged before a notary public.

Please sign and fax a copy of this letter to FGI at +01 212 248 3405 or email us at notification@fgiww.com to verify your receipt and acceptance.

Thank you.

Very truly yours,

[Quest Solution Inc.]	ASSIGNMENT CONFIRMED:
		Company:
By:		Signature:
Title:		Print Name:
		Title:
		Date:

EX-10.2

ACQUISITION AGREEMENT

between and among

QUEST SOLUTION, INC.,
a Delaware corporation, and

QUEST EXCHANGE LTD., 

a Canadian corporation;

and

VIASCAN GROUP INC.,

a Canadian corporation and

VIASCANQDATA INC.,

a Canadian corporation.

Dated as of October 1, 2015

TABLE OF CONTENTS

			Page
1	IMPLEMENTATION STEPS		2
	1.1	Implementation Steps by the Company and the Shareholder	2
	1.2	Implementation Steps by the Parent and the ExchangeCo	2
	1.3	Change in number of Shares or of the Parent Common Stock; Payment and Exchange Rates	3
2	SHARE EXCHANGE AND PURCHASE OF THE SHARES		3
	2.1	Sale and Purchase of the Shares	3
	2.2	The Promissory Notes	4
	2.3	Resale Restrictions	4
	2.4	Joint Election	5
3	REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER		6
4	REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE EXCHANGECO		6
5	REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER		6
6	CERTAIN COVENANTS PENDING COMPLETION OF THE TRANSACTIONS		6
	6.1	Access and Investigation	6
	6.2	Operation of Business	7
	6.3	No Solicitation	10
7	ADDITIONAL COVENANTS OF THE PARTIES		11
	7.1	Regulatory Approvals	11
	7.2	Additional Agreements	12
8	CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARENT AND THE EXCHANGECO		12
	8.1	Accuracy of Representations	12
	8.2	Performance of Covenants	13
	8.3	Agreements and Documents	13
	8.4	No Material Adverse Change	14
	8.5	No Restraints	14
	8.6	No Governmental or Other Litigation	14
	8.7	Consents	15
	8.8	Employment Arrangements	15
	8.9	Shareholder Approval	15
	8.10	Waiver/Survival	15
	8.11	Covenant of the Company and the Shareholder	16
9	CONDITIONS PRECEDENT TO OBLIGATION OF THE COMPANY AND THE SHAREHOLDER		16
	9.1	Accuracy of Representations	16
	9.2	Performance of Covenants	16
	9.3	Consents	16
	9.4	Agreements and Documents	17
	9.5	No Material Adverse Change	17
	9.6	No Restraints	17
	9.7	No Governmental or Other Litigation	18
	9.8	Waiver/Survival	18
	9.9	Covenant of the Company and the Shareholder	18

ii

10	CERTAIN RIGHTS OF PARENT TO ACQUIRE EXCHANGEABLE SHARES		18
	10.1	The Parent Liquidation Call Right	18
	10.2	The Parent Redemption Call Right	20
	10.3	Withholding Rights	21
11	TERMINATION		22
	11.1	Termination	22
	11.2	Effect of Termination	23
12	MISCELLANEOUS PROVISIONS		23
	12.1	Expenses	23
	12.2	Indemnifications Not Affected by Investigation	24
	12.3	Amendment	24
	12.4	Waiver	24
	12.5	Entire Agreement; Counterparts	24
	12.6	Applicable Law; Jurisdiction	24
	12.7	Assignability	25
	12.8	Notices	25
	12.9	Cooperation	26
	12.10	Severability	26
	12.11	Construction	26
	12.12	Schedules	27

ACQUISITION AGREEMENT

THIS AGREEMENT made the 1 day of October, 2015.

BETWEEN:
	QUEST SOLUTION, INC., a Delaware corporation with file number 1796648 and a registered office at 1521 Concord Pike, Suite 303-B, Wilmington, New Castle, Delaware 19803
	(the “Parent”)
AND:
	QUEST EXCHANGE LTD., a Canadian corporation with incorporation number 945229-0 and a registered office at 8102 Route Transcanadienne, Montreal, Quebec H4S 1M5
	(the “ExchangeCo”)
AND:
	VIASCAN GROUP INC., a Canadian corporation with corporation number 368068-1 and a registered office at 8102 Route Transcanadienne, Montreal, Quebec H4S 1M5
	(the “Shareholder”)
AND:
	VIASCANQDATA INC., a Canadian corporation with corporation number 913034-9 and a registered office at 8102 Route Transcanadienne, Montreal, Quebec H4S 1M5
	(the “Company”)

RECITALS

A.	The ExchangeCo is a direct wholly owned subsidiary of Parent, and the Company is a direct wholly owned subsidiary of the Shareholder;
B.	The ExchangeCo has agreed to purchase from the Shareholder and the Shareholder has agreed to sell to the ExchangeCo all of the issued and outstanding shares of the Company on the terms and conditions set out in this Agreement;
C.	The Agreement and the transactions contemplated herein are intended to provide the Shareholder with the opportunity to sell the Shares in return for Exchangeable Shares on  a tax-deferred or “rollover” basis for Canadian income tax purposes pursuant to the provisions of the Income Tax Act (Canada);

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D.	The respective boards of directors of the Company, the Shareholder, the Parent and the ExchangeCo have approved the transactions contemplated by this Agreement; and
E.	In order to induce Parent to enter into this Agreement and the transactions contemplated herein, concurrently with the execution and delivery of this Agreement the Shareholder will execute certain shareholder support agreements in favor of Parent.

AGREEMENT

The parties to this Agreement, intending to be legally bound, agree as follows:

1. IMPLEMENTATION STEPS

1.1 Implementation Steps by the Company and the Shareholder

The Company and the Shareholder covenant in favor of the Parent and the ExchangeCo that, on or prior to the Closing Date and subject to satisfaction or waiver of the other conditions herein contained in favor of the Company and the Shareholder:

(a)	the Company and the Shareholder shall, as soon as reasonably practicable, take all necessary actions to ensure that the Company will only have common shares issued and outstanding immediately before the Closing Date;
(b)	the Company and the Shareholder shall approve this Agreement and the transactions contemplated herein; and
(c)	the Shareholder shall execute and deliver the Voting Agreement.

1.2 Implementation Steps by the Parent and the ExchangeCo

The Parent and the ExchangeCo covenant in favor of the Company and the Shareholder that, on or prior to the Closing Date and subject to the satisfaction or waiver of the other conditions herein contained in favor of the Parent and the ExchangeCo:

(a)	the Parent shall, as soon as reasonably practicable, take all necessary actions to create the Special Voting Share;
(b)	the Parent and the ExchangeCo shall execute and deliver the Exchangeable Share Support Agreement and the Voting Agreement;
(c)	the Parent shall issue to the Shareholder the Special Voting Share in consideration of the payment to the Parent of $1.00; and
(d)	the Parent and the ExchangeCo shall approve this Agreement and the transactions contemplated herein.

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1.3 Change in number of Shares or of the Parent Common Stock; Payment and Exchange Rates

(a)	Irrespective of whether, between the date of this Agreement and the Closing Date, the number of Shares issued and outstanding is changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, the number of the Exchangeable Shares to be issued to the Shareholder and the consideration for the Shares will remain unchanged.
(b)	Irrespective of whether, if between the date of this Agreement and the Closing Date, the number of shares of Parent Common Stock issued and outstanding is changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the number of the Exchangeable Shares to be issued to the Shareholder and the consideration for the Shares shall be adjusted to provide the Shareholder with a number of Exchangeable Shares corresponding to the same aggregate participation percentage in Parent which the Shareholder should have received as of the date of this Agreement.
(c)	All payments required under this Agreement and any related agreement (including the Promissory Note) shall be calculated in United States dollars and paid in Canadian dollars using the arithmetic average of the daily exchange rates (e.g., CN Dollar/ US Dollar), during the five (5) day period preceding the payment, taken from The Wall Street Journal, Eastern U.S. Edition, or, if such exchange rates are not available with respect to any given day, from the Reuters Daily Rate Report.

2. Share Exchange and Purchase of the Shares

2.1 Sale and Purchase of the Shares

(a)

Effective as of the Closing Date and subject to the terms and conditions of this Agreement, the ExchangeCo irrevocably agrees to acquire the Shares from the Shareholder and the Shareholder irrevocably agree to sell, assign and transfer the Shares to the ExchangeCo, free and clear of all Encumbrances, on the terms and conditions herein set forth, such that, at Closing, the Company will become a wholly-owned subsidiary of the ExchangeCo.

(b)

In consideration for the Shareholder entering into this Agreement and completing the sale of the Shares to the ExchangeCo:

4

(i)	the Parent will enter into and cause the ExchangeCo to enter into the Exchangeable Share Support Agreement, effective as of the Closing Date;
(ii)	the ExchangeCo will allot and issue an aggregate of 5,200,000 Exchangeable Shares to be issued to the Shareholder, effective as of the Closing Date;
(iii)	the Parent will issue the Promissory Notes to the Shareholder, effective as of the Closing Date;
(iv)	the Parent will work with the Shareholder in good faith to coordinate the payment and satisfaction of sums owed by Company (A) to Mr. Jeffrey Lem, (B) to Mr. Mark Defreitas, and (C) with respect to the Shareholder Loans (all of which are detailed in the Company Disclosure Schedules) as soon as reasonably practicable; and
(v)	coincident with the transactions set out in Section 2.1(b) (ii), the Parent and the ExchangeCo and the Shareholder will execute the Voting Agreement and the Parent will issue to the Shareholder the Special Voting Share, in consideration of the payment to the Parent of $1.00. All rights of the Shareholder under the Voting Agreement will be received by the Shareholder as part of the property receivable under Section 2.1(b)(ii) in exchange for the Shares.

2.2 The Promissory Notes. The Promissory Notes will be paid by the Parent to the Shareholder in accordance with the terms and conditions set forth in the Promissory Notes.

2.3 Resale Restrictions

(a)

The Shareholder acknowledges that the ExchangeCo has advised the Shareholder that it is issuing the Exchangeable Shares to the Shareholder and the Parent is issuing the Special Voting Share to the Shareholder under exemptions from the registration and prospectus requirements of Applicable Securities Legislation and, as a consequence, certain protections, rights and remedies provided by Applicable Securities Legislation, including statutory rights of rescission or damages, will not be available to the Shareholder.

(b)

The Shareholder acknowledges and understands that any Exchangeable Shares that it receives pursuant to this Agreement will be subject to resale restrictions in accordance with Applicable Securities Legislation and that as a result the certificates representing the Exchangeable Shares will be affixed with a legend describing such restrictions including, without limitation, the following:

5

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

THE EXCHANGEABLE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE RIGHTS, PRIVILEGES, TERMS, CONDITIONS AND RESTRICTIONS AS SET FORTH IN THE ARTICLES OF QUEST EXCHANGE LTD., A COPY OF WHICH IS ON FILE AT THE REGISTERED OFFICE OF THE COMPANY AND IS OBTAINABLE ON DEMAND WITHOUT CHARGE.

THIS SHARE CERTIFICATE DOES NOT ENTITLE THE HOLDER TO ANY VOTES AT A MEETING OF SHAREHOLDERS OF QUEST EXCHANGE LTD., EACH SHARE REPRESENTED BY THIS SHARE CERTIFICATE SHALL ENTITLE VIASCAN GROUP INC. TO THE EXERCISE OF THE VOTING RIGHTS, AS DEFINED AND SET OUT IN THE VOTING AGREEMENT (THE “VOTING AGREEMENT”) BETWEEN QUEST SOLUTION, INC., QUEST EXCHANGE LTD., AND VIASCAN GROUP INC., EFFECTIVE AS OF OCTOBER 1, 2015.

2.4 Joint Election

(a) It is intended that the transactions contemplated in this Agreement will generally constitute a transaction in respect of which the Shareholder may elect to be treated on a tax deferred basis for Canadian federal income tax purposes. The ExchangeCo covenants and agrees to make a joint election under subsection 85(1) of the Income Tax Act (Canada) with the Shareholder if the Shareholder so elects, subject to the following terms and conditions:

(i)

the Shareholder will be fully responsible for completing and filing any and all election forms and all costs associated therewith;

(ii)

the Shareholder will (i) deliver to the ExchangeCo two copies of all election forms that are in the prescribed form and completed and signed by the Shareholder; and (ii) when completing all election forms elect in respect of the Shares transferred by the Shareholder pursuant to this Agreement an amount that is not less than the Shareholder’s adjusted cost base of such Shares on the Closing Date and not greater than the fair market value of such Shares on the Closing Date;

6

(iii)	within 15 days of the Shareholder delivering to the ExchangeCo the election forms as described above, the ExchangeCo will deliver to the Shareholder one copy of such election forms duly signed on behalf of the ExchangeCo;
(iv)	the ExchangeCo will return to the Shareholder unsigned any election forms that the ExchangeCo in its discretion considers to be incomplete or completed incorrectly; and
(v)	the ExchangeCo will bear no responsibility for the content of any election forms, for any penalties payable in connection with the late filing of any election forms, or for any taxes, penalties or interest payable by the Shareholder due to any failure to properly complete or file any election forms.

(b) If the Shareholder completes and files an election under subsection 85(1) of the Income Tax Act (Canada) and subsequently wishes to amend the election, the ExchangeCo covenants and agrees to complete an amended election form for that purpose, provided that the terms and conditions set forth in section 2.4(a)(i) through (v) will apply, with all references therein to “the election form” or “the election forms” read as references to the amended election form or forms.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER

The Company’s and the Shareholder’s representations and warranties to the Parent and the ExchangeCo are set forth in Schedule B attached hereto.

4. REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE EXCHANGECO

The Parent’s and the ExchangeCo’s representations and warranties to the Company are set forth in Schedule C attached hereto.

5. Representations and Warranties of the Shareholder

The Shareholder’s representations and warranties to the Company and the ExchangeCo are set forth in Schedule D attached hereto.

6. CERTAIN COVENANTS PENDING COMPLETION OF THE TRANSACTIONS

6.1 Access and Investigation

(a) From September 1, 2015, until the earlier of (A) the Closing Date, or (B) the termination of this Agreement pursuant to the terms of Section 11.1 (the “Pre-Closing Period”), the Company and the Parent shall have, and shall have caused their respective Representatives to:

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(i)	provide the other and their respective Representatives with reasonable access to their Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company or the Parent, as the case may be; and
(ii)	provide the other and their respective Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company or the Parent, as the case may be, and with such additional financial, operating and other data and information as the other may reasonably request.

(b) the Parent and the Company agree that the Confidentiality Agreement shall apply to all documents and information provided pursuant to Section 6.1(a).

6.2 Operation of Business

(a) During the Pre-Closing Period, the Company did:

(i) ensure that it conducts its business and operations:

(A)	in the ordinary course and in accordance with past practices; and
(B)	in compliance with all applicable Legal Requirements;

(ii)	use all reasonable efforts to ensure that it preserves intact its current business organization, keeps available the services of its current officers and employees and maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with it;
(iii)	keep in full force all existing insurance policies or renewals thereof;
(iv)	cause to be provided all notices, assurances and support required by any Contract in order to ensure that no condition under such Contract occurs that could result in, or could increase the likelihood of a breach or violation thereof;
(v)	did promptly notify the Parent of:

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(A)	any notice or other communication from any Person alleging that the Consent of such Person is or may be required in connection with any of the transactions contemplated by this Agreement; and
(B)	any Legal Proceeding commenced, or, to the best of its knowledge threatened against, relating to or involving or otherwise affecting any party or that relates to the consummation of the transactions contemplated by this Agreement.

(b) During the Pre-Closing Period, the Company did not (except (i) with the prior written consent of the Parent, which shall not be unreasonably withheld or delayed and (ii) with respect to any matter that is expressly required by this Agreement):

(i)	declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock, or repurchase, redeem or otherwise reacquire any of its shares or other securities;
(ii)	except as contemplated herein, amend or permit the adoption of any amendment to its certificate of incorporation or bylaws or other charter or organizational documents, or effect or become a party to any merger, arrangement, consolidation, share exchange, business combination, amalgamation, recapitalization, reclassification of shares, stock split, reverse stock split, division or subdivision of shares, consolidation of shares or similar transaction;
(iii)	enter into or become bound by, or permit any of the assets owned or used by it to become bound by any material contract, or amend or terminate, or waive or exercise any material right or remedy under any existing material contract other than in the ordinary course of business and consistent with past practice;
(iv)	acquire, lease or license any right or other asset from any other Person or sell or otherwise dispose of, or lease or license, any right or other asset to any other Person (except in each case for immaterial assets acquired, leased, licensed or disposed of in the ordinary course of business and consistent with past practices), or waive or relinquish any material right;
(v)	make any material Tax election;
(vi)	commence any Legal Proceeding (other than (A) for the routine collection of amounts owing or (B) in respect of a breach of this Agreement) or settle any Legal Proceeding;

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(vii)	enter into any material transaction or take any other material action outside the ordinary course of business or inconsistent with past practices;
(viii)	enter into any transaction which would constitute a breach of the representations, warranties or agreements of the Company or the Shareholder contained herein;
(ix)	create, incur, assume or guarantee any indebtedness;
(x)	subject any of its assets or properties to any Encumbrance; and
(xi)	agree or commit to take any of the foregoing actions.

(c) During the Pre-Closing Period, each of the Parent and the Company (the “Notifying Party”) did promptly notify the other party in writing of:

(i)	the discovery by the Notifying Party of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by the Notifying Party in this Agreement;
(ii)	any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by the Notifying Party in this Agreement if:

(A)	such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; or
(B)	such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement;

(iii)	any material breach of any covenant or obligation of the Notifying Party;
(iv)	where the Company is the Notifying Party, any event, condition, fact or circumstance, either individually or in the aggregate, that would make the timely satisfaction by the Company of any of the conditions set forth in Section 8 impossible or unlikely or that has had or could reasonably be expected to have a Material Adverse Effect on the Company; and
(v)	where the Parent is the Notifying Party, any event, condition, fact or circumstance, either individually or in the aggregate, that would make the timely satisfaction by the Parent of any of the conditions set forth in Section 9 impossible or unlikely or that has had or could reasonably be expected to have a Material Adverse Effect on the Parent.

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Without limiting the generality of the foregoing, each of the Parent and the Company, as the case may be, did promptly advise the other party in writing of any Legal Proceeding or material claim threatened, commenced or asserted against or with respect to the Parent, on the one hand, and the Company, on the other hand. No notification given to the Parent or the Company pursuant to this Section 6.2(c) shall limit or otherwise affect any of the representations, warranties, covenants or obligations of the other party contained in this Agreement.

(d) During the Pre-Closing Period, the Company did not and did not permit any of its respective subsidiaries to (except (i) with the prior written consent of the other party and (ii) with respect to any matter that is expressly required by this Agreement):

(i) sell, issue, grant or authorize the issuance or grant of:

(A)	any shares or other capital stock or other security;
(B)	any option, call, warrant or right to acquire any shares or other capital stock or other security; or
(C)	any instrument convertible into or exchangeable for any shares or other capital stock or other security, except the issuance of shares upon the valid exercise of any stock options outstanding as of the date of this Agreement; or

(ii) establish, adopt or amend any employee benefit plan, pay any bonus or make any profit-sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees.

6.3 No Solicitation

(a) Each of the Company and the Shareholder did not directly or indirectly, and did not authorize or permit any of their affiliates or any Representative directly or indirectly to:

(i)	solicit, initiate, encourage, induce or facilitate the making, submission or announcement of any Acquisition Proposal;
(ii)	furnish any information to any Person in connection with or in response to an Acquisition Proposal;
(iii)	engage in discussions or negotiations with any Person with respect to any Acquisition Proposal;

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(iv)	approve, endorse or recommend any Acquisition Proposal; or
(v)	enter into any letter of intent or similar document or any Contract contemplating or otherwise relating to any Acquisition Proposal.

(b)

The Company and the Shareholder did promptly (and in no event later than 24 hours after receipt of any Acquisition Proposal, any inquiry or indication of interest that could lead to an Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal) advise the Parent orally and in writing of any Acquisition Proposal or any request for nonpublic information in connection with an Acquisition Proposal (including the identity of the Person making or submitting such Acquisition Proposal and the terms thereof) that was made or submitted by any Person during the Pre-Closing Period. The Company and the Shareholder did keep the Parent fully informed with respect to the status of any such Acquisition Proposal, inquiry, indication of interest or request and any modification or proposed modification thereto.

(c)

The Company and the Shareholder did immediately cease and cause to be terminated any existing discussions with any Person that relate to any Acquisition Proposal. The Company and the Shareholder did promptly request each Person that had executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal or equity investment to return all confidential information furnished to such Person.

7. ADDITIONAL COVENANTS OF THE PARTIES

7.1 Regulatory Approvals

(a)

Each party shall use all reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental Body with respect to the other transactions contemplated by this Agreement, and to submit promptly any additional information requested by any such Governmental Body. The Company and the Parent shall respond as promptly as practicable to any inquiries or requests received in connection therewith.

(b)

Each of the Company and the Parent shall:

(i)	give the other party prompt notice of the commencement or threat of commencement of any Legal Proceeding by or before any Governmental Body with respect to any of the transactions contemplated by this Agreement; and
(ii)	keep the other party informed as to the status of any such Legal Proceeding or threat.

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7.2 Additional Agreements

The Parent, the Company and the Shareholder shall use all reasonable efforts to take, or cause to be taken, all actions necessary to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, each party to this Agreement:

(a)	shall make all filings (if any) and give all notices (if any) required to be made and given by such party in connection with the transactions contemplated by this Agreement;
(b)	shall use all reasonable efforts to obtain each Consent (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in connection with the transactions contemplated by this Agreement; and
(c)	shall use all reasonable efforts to lift any restraint, injunction or other legal bar to the transactions contemplated by this Agreement.

Each of the Parent and the Company shall promptly deliver to the other party a copy of each such filing made, each such notice given and each such Consent obtained by it during the Pre-Closing Period.

8. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PARENT AND THE EXCHANGECO

The obligations of the Parent and the ExchangeCo to consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

8.1 Accuracy of Representations

The representations and warranties of the Company and the Shareholder contained in Schedule B and Schedule D of this Agreement shall be accurate in all respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date, except:

(a)

for such representations and warranties which address matters only as of a particular time, which shall have been accurate in all respects as of such particular time; and

(b)

as such representations and warranties may be affected by transactions expressly required pursuant to this Agreement or pursuant to the written consent of the Parent, except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have, a Material Adverse Effect on the Company; provided, however, that, for purposes of determining the accuracy of such representations and warranties:

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(i)	all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded; and
(ii)	any update of or modification to the Company Disclosure Schedule made or purported to have been made after the date of this Agreement shall be disregarded.

8.2 Performance of Covenants

All of the covenants and obligations that the Company and the Shareholder are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.

8.3 Agreements and Documents

The following agreements and documents, all in form and substance reasonably satisfactory to the Parent, will have been executed and delivered to the Parent:

(a)	the Exchangeable Share Support Agreement;
(b)	the Voting Agreement;
(c)	a certificate executed by an officer of the Company certifying that: (A) the representations and warranties of the Company set forth in this Agreement are true and correct in all material respects as at the Closing, (B) the Company has performed and complied with all of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the Company for completion of the transactions contemplated herein have been satisfied or waived;
(d)	a certificate executed by an officer of the Shareholder certifying that: (A) the representations and warranties of the Shareholder set forth in this Agreement are true and correct in all material respects as at the Closing, (B) the Shareholder has performed and complied with all of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the Shareholder for completion of the transactions contemplated herein have been satisfied or waived;
(e)	certified copies of resolutions of the directors of the Shareholder approving the entry into and the Closing of this Agreement and the Voting Agreement;

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(f)	certified copies of resolutions of the directors of the Company approving: the entry into and the Closing of this Agreement and the Voting Agreement, the transfer of the Shares to the ExchangeCo, the registration of the Shares in the name of the ExchangeCo, the issue of share certificates representing the Shares registered in the name of the ExchangeCo, and all other matters contemplated by this Agreement;
(g)	except as may otherwise be specified by the Parent, the written resignations of Danis Kurdi as officer and director of the Company, effective as of the Closing Date;
(h)	a certified copy of the central securities register of the Company evidencing the ExchangeCo as the sole registered owner of the Shares;
(i)	all such instruments of transfer, duly executed, which in the opinion of the Parent acting reasonably are necessary to effect and evidence the transfer of the Shares to the Parent, free and clear of all Encumbrances;
(j)	the corporate minute books and all other books and records of the Company and each predecessor of the Company; and
(k)	an opinion letter from the Company’s and Shareholder’s legal counsel, addressing due the organization, existence, and authority of the parties to consummate the transactions referenced herein, as well as any other matters reasonably requested by the Parent.

8.4 No Material Adverse Change

There shall not have occurred any change, effect, event or circumstance that, in combination with any other changes, effects, events or circumstances, has resulted in or would reasonably be expected to result in a Material Adverse Change on the Company.

8.5 No Restraints

No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the transactions contemplated by this Agreement shall have been issued by any court of competent jurisdiction and remain in effect, and there shall not be any Legal Requirement enacted or deemed applicable to the transactions contemplated by this Agreement that makes consummation of the transactions contemplated by this Agreement illegal.

8.6 No Governmental or Other Litigation

There shall not be pending or threatened any Legal Proceeding which would reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on the Parent:

(a) challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement;

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(b)	seeking to obtain from the Parent or the Company, any damages or other relief that may be material to the Parent or the Company;
(c)	seeking to prohibit or limit in any material respect the Parent’s or the ExchangeCo’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of the Company;
(d)	that could materially and adversely affect the right of the Parent or the Company to own the assets or operate the business of the Company; or
(e)	seeking to compel the Company or the Parent to dispose of or hold separate any material assets as a result of the transactions contemplated by this Agreement.

8.7 Consents

All Consents, renunciations, authorizations or approvals of each applicable Governmental Body and any other Person which, in the Parent’s reasonable opinion, must be obtained prior to the Closing in order to give effect to the purchase of the Shares and the other transactions contemplated herein, will have been obtained to the Parent’s satisfaction or in accordance with the relevant Contracts or Legal Requirements, including, but not limited to, Faunus Group, Inc., and the Business Development Bank of Canada.

8.8 Employment Arrangements

On or before the Closing Date, the Company shall have made satisfactory arrangements to hire all hourly and salaried staff necessary to operate the business of the Company, including the Company or the Parent entering into an executive management agreement with each of Gilles Gaudreault, Danis Kurdi and Jean-Paul Chartier. Furthermore, Gilles Gaudreault shall be appointed as CEO of the Parent as of the Closing.

8.9 Shareholder Approval

The transactions contemplated by this Agreement shall have been duly approved by the Shareholder.

8.10 Waiver/Survival

The conditions set forth in this Section 8 are for the exclusive benefit of the Parent and the ExchangeCo and may be waived by the Parent and the ExchangeCo in writing in whole or in part on or before the Closing, and the Closing will be deemed to mean a waiver of all conditions of the Parent and the ExchangeCo to Closing. Notwithstanding any such waiver, the completion of the transactions contemplated by this Agreement will not prejudice or affect in any way the rights of the by the Parent and the ExchangeCo in respect of the warranties and representations of the Company and the Shareholder in this Agreement, and the representations and warranties of the Company and the Shareholder in this Agreement will survive the Closing for a period equal to three (3) years following Closing.

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8.11 Covenant of the Company and the Shareholder

The Company and the Shareholder covenant to deliver all of the Closing documentation set out in Section 8.3.

9. CONDITIONS PRECEDENT TO OBLIGATION OF THE COMPANY AND THE SHAREHOLDER

The obligations of the Company and the Shareholder to consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

9.1 Accuracy of Representations

The representations and warranties of the Parent and the ExchangeCo contained in Schedule C of this Agreement shall be accurate in all respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing Date, except:

(a)

for such representations and warranties which address matters only as of a particular time, which shall have been accurate in all respects as of such particular time; and

(b)

as such representations and warranties may be affected by transactions expressly required pursuant to this Agreement or pursuant to the written consent of the Company, except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute, and would not reasonably be expected to have, a Material Adverse Effect on the Parent; provided, however, that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded.

9.2 Performance of Covenants

All of the covenants and obligations that the Parent and the ExchangeCo are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.

9.3 Consents

The Consents or approvals which the Company has identified and advised the Parent in writing as being necessary in connection with the completion of the transactions contemplated by this Agreement shall have been obtained on terms acceptable to the Company, acting reasonably, and shall be in full force and effect.

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9.4 Agreements and Documents

The following agreements and documents, all in form and substance reasonably satisfactory to the Shareholder, will have been executed and delivered to the Shareholder:

(a)	the Exchangeable Share Support Agreement;
(b)	the Voting Agreement;
(c)	a certificate executed by an officer of the Parent certifying that: (A) the representations and warranties of the Parent set forth in this Agreement are true and correct in all material respects as at the Closing, (B) the Parent has performed and complied with all of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the Parent for completion of the transactions contemplated herein have been satisfied or waived;
(d)	a certificate executed by an officer of the ExchangeCo certifying that: (A) the representations and warranties of the ExchangeCo set forth in this Agreement are true and correct in all material respects as at the Closing, (B) the ExchangeCo has performed and complied with all of its material obligations, covenants and agreements required hereunder, and (C) all conditions precedent of the ExchangeCo for completion of the transactions contemplated herein have been satisfied or waived;
(e)	certified copies of resolutions of the directors of the Parent approving the entry into and the Closing of this Agreement, the Exchangeable Share Support Agreement and the Voting Agreement; and
(f)	certified copies of resolutions of the directors of the ExchangeCo approving the entry into and the Closing of this Agreement, the Exchangeable Share Support Agreement and the Voting Agreement.

9.5 No Material Adverse Change

There shall not have occurred any change, effect, event or circumstance that, in combination with any other changes, effects, events or circumstances, has resulted in or would reasonably be expected to result in a Material Adverse Change on the Parent.

9.6 No Restraints

No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the transactions contemplated by this Agreement shall have been issued by any court of competent jurisdiction and remain in effect, and there shall not be any Legal Requirement enacted or deemed applicable to the transactions contemplated by this Agreement that makes consummation of the transactions contemplated by this Agreement illegal.

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9.7 No Governmental or Other Litigation

There shall not be pending or threatened any Legal Proceeding which would reasonably be expected to have a Material Adverse Effect on the Company or a Material Adverse Effect on the Parent:

(a)	challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement;
(b)	seeking to obtain from the Parent or the Company, any damages or other relief that may be material to the Parent or the Company;
(c)	seeking to prohibit or limit in any material respect the ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the stock of any of the Parent or the ExchangeCo to be issued pursuant to the transactions contemplated by this Agreement; or
(d)	seeking to compel the Company or the Parent to dispose of or hold separate any material assets as a result of the transactions contemplated by this Agreement.

9.8 Waiver/Survival

The conditions set forth in this Section 9 are for the exclusive benefit of the Shareholder and the Company and may be waived by the Shareholder and the Company in writing in whole or in part on or before the Closing, and the Closing will be deemed to mean a waiver of all conditions of the Shareholder and the Company to Closing. Notwithstanding any such waiver, the completion of the transactions contemplated by this Agreement will not prejudice or affect in any way the rights of the by the Shareholder and the Company in respect of the warranties and representations of the Parent and the ExchangeCo in this Agreement, and the representations and warranties of the Parent and the ExchangeCo in this Agreement will survive the Closing for a period of three (3) years following Closing.

9.9 Covenant of the Company and the Shareholder

The Parent and the ExchangeCo covenant to deliver all of the Closing documentation set out in Section 9.4.

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10. CERTAIN RIGHTS OF PARENT TO ACQUIRE EXCHANGEABLE SHARES

10.1 The Parent Liquidation Call Right

(a)	The Parent will have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of the ExchangeCo pursuant to Article 24.5 of the Exchangeable Share Provisions, to purchase from the Shareholder on the Liquidation Date all but not less than all of the Exchangeable Shares held by the Shareholder on payment by the Parent of an amount per share (the “Liquidation Call Purchase Price”) equal to the Current Market Price of one share of the Parent Common Stock on the last Business Day prior to the Liquidation Date, which will be satisfied in full by the Parent causing to be delivered to the Shareholder one Parent Common Stock for each such Exchangeable Share, plus, to the extent not paid by the ExchangeCo, an additional amount equivalent to the full amount of all declared and unpaid dividends on each such Exchangeable Share held by the Shareholder on any dividend record date which occurred prior to the date of purchase by the Parent (the “Dividend Amount”). In the event of the exercise of the Liquidation Call Right by the Parent, the Shareholder will be obligated to sell all but not less than all of the Exchangeable Shares held by the Shareholder to the Parent on the Liquidation Date on payment by the Parent to the Shareholder of the Liquidation Call Purchase Price for each such share, and the ExchangeCo will have no obligation to pay the Liquidation Amount of such shares so purchased by the Parent.
(b)	To exercise the Liquidation Call Right, the Parent must notify the ExchangeCo of the Parent’s intention to exercise such right at least twenty days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of the ExchangeCo and at least five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of the ExchangeCo. The ExchangeCo will notify the Shareholder as to whether or not the Parent has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by the Parent. If the Parent exercises the Liquidation Call Right, then on the Liquidation Date the Parent will purchase and the Shareholder will sell all but not less than all of the Exchangeable Shares held by the Shareholder for a price per share equal to the Liquidation Call Purchase Price.
(c)	For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, the Parent will deposit with the ExchangeCo, on or before the Liquidation Date, certificates representing the aggregate number of shares of the Parent Common Stock deliverable by the Parent and a cheque or cheques of the Parent payable at par at any branch of the bankers of the Parent representing the aggregate Dividend Amount in payment of the total Liquidation Call Purchase Price, less any amounts withheld pursuant to Section 10.3. Provided that the Parent has complied with the immediately preceding sentence, on and after the Liquidation Date, the rights of the Shareholder will be limited to receiving the Liquidation Call Purchase Price payable by the Parent upon presentation and surrender by the Shareholder of certificates representing the Exchangeable Shares held by the Shareholder and the Shareholder will on and after the Liquidation Date be considered and deemed for all purposes to be the holder of shares of the Parent Common Stock to which it is entitled. Upon surrender to the ExchangeCo of a certificate orcertificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the CBCA and the charter documents of the ExchangeCo and any such additional documents and instruments as the ExchangeCo may reasonably require, the Shareholder will be entitled to receive in exchange for such certificate or certificates, and the ExchangeCo on behalf of the Parent will deliver to the Shareholder, certificates representing the shares of the Parent Common Stock to which the Shareholder is entitled and a cheque or cheques of the Parent payable at par at any branch of the bankers of the Parent in payment of the Dividend Amount, less any amounts withheld pursuant to Section 10.3. If the Parent does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date the Shareholder will be entitled to receive in exchange therefor the Liquidation Amount of such shares pursuant to Article 24.5 of the Exchangeable Share Provisions.

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10.2 The Parent Redemption Call Right

(a)

The Parent will have the overriding right (the “Redemption Call Right”), notwithstanding the proposed redemption of the Exchangeable Shares by the ExchangeCo pursuant to Article 24.7 of the Exchangeable Share Provisions, to purchase from the Shareholder on the Redemption Date all but not less than all of the Exchangeable Shares held by the Shareholder on payment by the Parent to the Shareholder of an amount per Exchangeable Share (the “Redemption Call Purchase Price”) equal to the Current Market Price of one share of the Parent Common Stock on the last Business Day prior to the Redemption Date, which will be satisfied in full by the Parent causing to be delivered to the Shareholder one share of the Parent Common Stock, plus the Dividend Amount, for each Exchangeable Share redeemed. In the event of the exercise of the Redemption Call Right by the Parent, the Shareholder will be obligated to sell all but not less than all the Exchangeable Shares held by the Shareholder to the Parent on the Redemption Date on payment by the Parent to the Shareholder of the Redemption Call Purchase Price for each such share, and the ExchangeCo will have no obligation to redeem such shares so purchased by the Parent.

(b)

To exercise the Redemption Call Right, the Parent must notify the ExchangeCo of the Parent’s intention to exercise such right at least 60 days before the Redemption Date, except in the case of a redemption occurring as a result of a Parent Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event, in which case the Parent will so notify the ExchangeCo on or as soon as practicable before the Redemption Date. The ExchangeCo will notify the Shareholder as to whether or not the Parent has exercised the Redemption Call Right forthwith after the expiry of the period during which the same may be exercised by the Parent. If the Parent exercises the Redemption Call Right, on the Redemption Date, the Parent will purchase and the Shareholder will sell all but not less than all of the Exchangeable Shares held by the Shareholder for a price per share equal to the Redemption Call Purchase Price.

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(c) For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Redemption Call Right, the Parent will deposit with the ExchangeCo, on or before the Redemption Date, certificates representing the aggregate number of shares of the Parent Common Stock deliverable by the Parent and a cheque or cheques of the Parent payable at par at any branch of the bankers of the Parent representing the aggregate Dividend Amount in payment of the total Redemption Call Purchase Price, less any amounts withheld pursuant to Section 10.3. Provided that the Parent has complied with the immediately preceding sentence, on and after the Redemption Date the rights of the Shareholder will be limited to receiving the Redemption Call Purchase Price payable by the Parent upon presentation and surrender by the Shareholder of certificates representing the Exchangeable Shares held by the Shareholder and the Shareholder will on and after the Redemption Date be considered and deemed for all purposes to be the holder of shares of the Parent Common Stock to which it is entitled. Upon surrender to the ExchangeCo of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the CBCA and the charter documents of the ExchangeCo and such additional documents and instruments as the ExchangeCo and the Parent may reasonably require, the Shareholder will be entitled to receive in exchange therefor, and the ExchangeCo on behalf of the Parent will deliver to the Shareholder, certificates representing shares of the Parent Common Stock to which the Shareholder is entitled and a cheque or cheques of the Parent payable at par at any branch of the bankers of the Parent in payment of the Dividend Amount, less any amounts withheld pursuant to Section 10.3. If the Parent does not exercise the Redemption Call Right in the manner described above, on the Redemption Date the Shareholder will be entitled to receive in exchange therefor the Redemption Price of such shares pursuant to Article 24.7 of the Exchangeable Share Provisions.

10.3 Withholding Rights

The ExchangeCo and the Parent will be entitled to deduct and withhold from any dividend or consideration otherwise payable to the Shareholder such amounts as the ExchangeCo or the Parent is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts will be treated for all purposes as having been paid to the Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to the Shareholder exceeds the cash portion of the consideration otherwise payable to the Shareholder, the ExchangeCo and the Parent are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to the ExchangeCo or the Parent, as the case may be, to enable it to comply with such deduction or withholding requirement and the ExchangeCo or the Parent will notify the Shareholder thereof and remit to the Shareholder any unapplied balance of the net proceeds of such sale.

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11. TERMINATION

11.1 Termination

This Agreement may be terminated prior to the Closing Date:

(a)	by mutual written consent of the Parent, the ExchangeCo, the Shareholder and the Company;
(b)	by either the Parent or the Company if the transactions contemplated by this Agreement shall not have been consummated by November 1, 2015; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 11.1(b) if the failure to consummate the transactions contemplated by this Agreement by such date is attributable to a failure on the part of such party to perform any covenant in this Agreement required to be performed by such party on or prior to the Closing Date;
(c)	by either the Parent or the Company if a court of competent jurisdiction or other Governmental Body shall have issued a final and non-appealable order, decree or ruling, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement;
(d)	by the Parent or the ExchangeCo if:

(i)

any of the Company’s or the Shareholder’s representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 8.1 would not be satisfied if tested as of the date of such inaccuracy, or

(ii)

any of the Company’s or the Shareholder’s covenants contained in this Agreement shall have been breached such that the condition set forth in Section 8.2 would not be satisfied if tested as of the date of such breach; provided, however, that if an inaccuracy in any of the Company’s or the Shareholder’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Company is curable by the Company or the Shareholder and the Company or the Shareholder is continuing to exercise all reasonable efforts to cure such inaccuracy or breach, then the Parent or the ExchangeCo may not terminate this Agreement under this Section 11.1(d) on account of such inaccuracy or breach; or

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(e) by the Company or the Shareholder if:

(i)

any of the Parent’s or the ExchangeCo’s representations and warranties contained in this Agreement shall be inaccurate as of the date of this Agreement, or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), such that the condition set forth in Section 9.1 would not be satisfied if tested as of the date of such inaccuracy, or

(ii)

if any of the Parent’s or the ExchangeCo’s covenants contained in this Agreement shall have been breached such that the condition set forth in Section 9.2 would not be satisfied if tested as of the date of such breach; provided, however, that if an inaccuracy in any of the Parent’s or the ExchangeCo’s representations and warranties as of a date subsequent to the date of this Agreement or a breach of a covenant by the Parent is curable by the Parent or the ExchangeCo and the Parent or the ExchangeCo is continuing to exercise all reasonable efforts to cure such inaccuracy or breach, then neither the Company or the Shareholder may terminate this Agreement under this Section 11.1(e) on account of such inaccuracy or breach.

11.2 Effect of Termination

In the event of the termination of this Agreement as provided in Section 11.1, this Agreement shall be of no further force or effect; provided, however, that:

(a)	Section 11.2 and Section 12 of this Agreement, and the Confidentiality Agreement, shall survive the termination of this Agreement and shall remain in full force and effect; and
(b)	the termination of this Agreement shall not relieve any party from any liability for any material breach of any representation, warranty, covenant, obligation or other provision contained in this Agreement.

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12. MISCELLANEOUS PROVISIONS

12.1 Expenses

All costs and expenses incurred in connection with the preparation of this Agreement and the transactions contemplated by this Agreement will be paid by the party incurring such expenses.

12.2 Indemnifications Not Affected by Investigation

The right to indemnification, payment of damages or other remedy based on the representations, warranties, covenants, and obligations contained herein will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and delivery of this Agreement or the Closing, with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or obligation. The waiver of any condition based on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation, will not affect the right to indemnification, payment of damages, or other remedy based on such representations, warranties, covenants, and obligations.

12.3 Amendment

This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

12.4 Waiver

No failure on the part of any party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

12.5 Entire Agreement; Counterparts

This Agreement, the Schedules hereto and the other agreements referred to herein constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among or between any of the parties with respect to the subject matter hereof and thereof; provided, however, that the Confidentiality Agreement shall not be superseded and shall remain in full force and effect. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.

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12.6 Applicable Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware (excluding any conflict of laws, rule or principle which might refer such construction to the laws of another jurisdiction) and shall be treated in all respects as a Delaware contract. The parties hereto irrevocably attorn to the non-exclusive jurisdiction of the state and federal courts of Delaware with respect to any matter arising hereunder or related thereto.

12.7 Assignability

This Agreement shall be binding upon, and shall be enforceable by and inure solely to the benefit of, the parties hereto and their respective successors and assigns; provided, however, that neither this Agreement nor any of the Parent’s, the ExchangeCo’s, the Shareholder’s or the Company’s rights hereunder may be assigned by the Parent or the ExchangeCo, on the one hand, or the Shareholder or the Company, on the other, without the prior written consent of the other, and any attempted assignment of this Agreement or any of such rights by the Parent, the ExchangeCo, the Shareholder or the Company, as the case may be, without such consent shall be void and of no effect. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

12.8 Notices

Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received (a) upon receipt when delivered by hand, or (b) two business days after sent by registered mail or by courier or express delivery service or by electronic transmission (email or facsimile), provided that in each case the notice or other communication is sent to the address, email address or facsimile telephone number set forth beneath the name of such party below (or to such other address, email address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto):

(a) if to the Parent or the ExchangeCo:

Quest Solution, Inc.

PO Box 22736, Eugene, OR 97402

Attn: Tom Miller

Email: tmiller@questsolution.com

with a copy (but not as notice) to:

Baker, Donelson, Bearman, Caldwell and Berkowitz, PC

3414 Peachtree Road, Suite 1600, Atlanta, Georgia 30326

Attn: Joseph R. Delgado, Esq.

Email: jdelgado@bakerdonelson.com

Fax: 678-406-8836

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(b) if to the Company or the Shareholder:

8102 Route Transcanadienne,

Montreal, Quebec H4S 1M5.

Attn.: Gilles Gaudreault

Email: ggaudreault@viascanqdata.com

Fax : 514-956-0326

with a copy (but not as notice) to:

Martel, Cantin lawyers

1010, Sherbrooke St. W, suite 605, Montreal, Quebec, H3A 2R7

Attn: Thierry L. Martel

Email: thierrymartel@martelcantin.ca

Fax: 514-844-2087

12.9 Cooperation

Each of the parties agrees to cooperate fully with the other parties and to execute and deliver such further documents, certificates, agreements and instruments and to take such other actions as may be reasonably requested by the other parties to evidence or reflect the transactions contemplated by this Agreement and to carry out the intent and purposes of this Agreement.

12.10 Severability

In the event that any provision of this Agreement, or the application of any such provision to any Person or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

12.11 Construction

For the purposes of this Agreement, except as otherwise expressly provided herein:

(a)	all references in this Agreement to a designated article, section or schedule is to the designated article, section or schedule of or to this Agreement, unless otherwise specifically stated;
(b)	the words “herein”, “hereof” and “hereunder”, and other words of similar import, refer to this Agreement as a whole and not to any particular article, section or schedule;
(c)	the singular of any term includes the plural and vice versa, and the use of any term is equally applicable to any gender and any Person;

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(d)	the word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language such as “without limitation” or “but not limited to” or other words of similar import are used with reference thereto);
(e)	except as otherwise provided, any reference to a statute includes, and is a reference to, such statute and to the regulations made pursuant thereto with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which have the effect of supplementing or superseding such statute or such regulations;
(f)	where the phrase “to the best of the knowledge of” or phrases of similar import are used in this Agreement, it will be a requirement that the Person in respect of whom the phrase is used will have made such due enquiries as are reasonably necessary to enable such Person to make the statement or disclosure;
(g)	the headings to the articles and sections of this Agreement are inserted for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;
(h)	any reference to a corporate entity includes, and is also a reference to, any corporate entity that is a successor to such entity;
(i)	the Parties acknowledge that this Agreement is the product of arm’s length negotiation among the Parties, each having obtained its own independent legal advice, and that this Agreement will be construed neither strictly for nor strictly against any Party, irrespective of which Party was responsible for drafting this Agreement;
(j)	the representations, warranties, covenants and agreements contained in this Agreement will not merge at the Closing and will continue in full force and effect from and after the Closing for the applicable period set out in this Agreement; and
(k)	unless otherwise specifically noted, all references to currency in this Agreement are to United States dollars ($). If it is necessary to convert money from another currency to United States dollars, such money will be converted using the exchange rates in effect at the date of payment.

12.12 Schedules

The following schedules are attached to and form part of this Agreement:

Schedule A	- Certain Definitions
Schedule B	- Representations and Warranties of the Company and Shareholder

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Schedule C	- Representations and Warranties of Parent and ExchangeCo
Schedule D	- Additional Representations and Warranties of the Shareholder
Schedule E	- Voting and Exchange Agreement
Schedule F	- Exchangeable Share Support Agreement

[Signatures on Following Page]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

QUEST SOLUTION, INC.
Per:	/s/ Tom Miller
	Authorized Signatory
QUEST EXCHANGE LTD.
Per:	/s/ Tom Miller
	Authorized Signatory
VIASCAN GROUP INC.
Per:	/s/ Denis Kurdi
	Authorized Signatory
VIASCANQDATA INC.
Per:	/s/ Denis Kurdi
	Authorized Signatory

SCHEDULE A

TO THE ACQUISITION AGREEMENT BETWEEN

QUEST SOLUTION, INC., QUEST EXCHANGE LTD., VIASCAN GROUP INC. AND

VIASCANQDATA INC.

CERTAIN DEFINITIONS

“Acquisition Proposal” shall mean any offer, proposal, inquiry or indication of interest (other than an offer, proposal, inquiry or indication of interest made or submitted by the Parent) contemplating or otherwise relating to any merger, plan of arrangement, consolidation, amalgamation, share exchange, business combination, recapitalization, tender offer, exchange offer or other similar transaction involving the Company, or any sale, lease, exchange, transfer, license, or disposition of any shares, securities, business or businesses assets of the Company, other than in the normal course of business and consistent with past practices, or any liquidation or dissolution of the Company.

“Agreement” shall mean the Acquisition Agreement and all Schedules attached thereto, including this Error! Reference source not found., as it may be amended from time to time.

“Applicable Securities Legislation” means all applicable securities legislation in all jurisdictions relevant to the issuance of the Parent Common Stock and the Exchangeable Shares.

“Audited Financial Statements” shall mean the audited consolidated financial statements of the Company as of January 31, 2015.

“Cash Payment” has the meaning set out in Section 2.1(b)(iii)(A).

“CBCA” shall mean the Canada Business Corporations Act as now in effect and as it may be amended from time to time, including the regulations made thereunder.

“Closing Date” shall mean October 1, 2015.

“Company Disclosure Schedule” shall mean the disclosure schedule that has been prepared by the Company and delivered by the Company to the Parent on the date of the Agreement and signed by the President of the Company.

“Company Material Contract” has the meaning set out in Section 1.12 of Schedule B.

“Company Returns” has the meaning set out in Section 1.18 of Schedule B.

“Confidentiality Agreement” shall mean the Mutual Non-Disclosure and Non-Use Agreement dated as of January 27, 2015 between the Parent and the Company.

“Consent” shall mean any approval, consent, order, ratification, permission, waiver or authorization (including any Governmental Authorization).

“Contract” shall mean any written, oral or other agreement, contract, subcontract, lease, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature.

A-2 

“Current Market Price” has the meaning ascribed to that term in the Exchangeable Share Provisions.

“Dividend Amount” has the meaning set out in Section 10.1.

“Encumbrance” shall mean any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest or restriction of any nature (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

“Employee Plans” has the meaning set out in Section 1.19 of Schedule B.

“Entity” shall mean any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), firm, society or other enterprise, association, organization or entity.

“Exchangeable Share Provisions” means the Exchangeable Share provisions in substantially the form attached as Schedule F.

“Exchangeable Share Support Agreement” shall mean the agreement to be entered into among the Parent and the ExchangeCo, substantially in the form of Schedule F attached to the Agreement, with such changes thereto as the parties to the Agreement, acting reasonably, may agree.

“Exchangeable Shares” shall mean the Series A preferred shares in the capital of the ExchangeCo having the rights, privileges, restrictions and conditions as set out in articles of the ExchangeCo.

“Exchangeable Share Voting Event” has the meaning ascribed to that term in the Exchangeable Share Provisions.

“Exempt Exchangeable Share Voting Event” has the meaning ascribed to that term in the Exchangeable Share Provisions.

“Governmental Authorization” shall mean any: (a) permit, license, certificate, franchise, permission, variance, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement; or (b) right under any Contract with any Governmental Body.

“Governmental Body” shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, provincial, local, municipal, foreign or other government; or (c) governmental or quasi- governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal).

A-3 

“Legal Proceeding” shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel.

“Legal Requirement” shall mean any federal, state, provincial, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body.

“Liquidation Amount” has the meaning ascribed to that term in the Exchangeable Share Provisions.

“Liquidation Call Purchase Price” has the meaning set out in Section 10.1.

“Liquidation Call Right” has the meaning set out in Section 10.1.

“Liquidation Date” has the meaning ascribed to that term in the Exchangeable Share Provisions.

“Material Adverse Change” shall mean any change, effect, event or circumstance that is, or would reasonably be expected to be, material and adverse to (i) the business, condition, capitalization, operations, financial performance of the Company or the Parent, as the case may be, taken as a whole, (ii) the ability of the Company or the Parent to consummate the transactions contemplated by the Agreement or to perform any of its obligations under the Agreement, (iii) the Parent’s or the ExchangeCo’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the Shares, or (iv) the ability of the Shareholder to vote, receive dividends with respect to, sell or dispose of or otherwise exercise ownership rights with respect to the Exchangeable Shares or the Parent Common Stock issued in connection with the transactions contemplated by this Agreement; provided, however, that a change in the market price or trading volume of the Parent Common Stock shall not be deemed, in and of itself, to constitute a Material Adverse Change.

An event, violation, inaccuracy, circumstance or other matter will be deemed to have a “Material Adverse Effect” if such event, violation, inaccuracy, circumstance or other matter had or would reasonably be expected to have a material adverse effect on (i) the business, condition, capitalization, operations, financial performance of the Company or the Parent, as the case may be, taken as a whole, (ii) the ability of the Company or the Parent to consummate the transactions contemplated by the Agreement or to perform any of its respective obligations under the Agreement, or (iii) the Parent’s or the ExchangeCo’s ability to vote, receive dividends with respect to or otherwise exercise ownership rights with respect to the Shares, or (iv) the ability of the Shareholder to vote, receive dividends with respect to, sell or dispose of or otherwise exercise ownership rights with respect to the Exchangeable Shares or the Parent Common Stock issued in connection with the transactions contemplated by this Agreement; provided, however, that none of the following shall be deemed, in and of itself, to constitute a Material Adverse Effect: (a) a change in the market price or trading volume of the Parent Common Stock; and (b) changes in the industry or market generally affecting the industry in which a party operates or changes in general economic conditions.

A-4 

“Notifying Party” has the meaning set out in Section 6.2(c).

“Order” means any award, decision, injunction, judgment, order, ruling, subpoena or verdict entered, issued, made or rendered by any Governmental Body or arbitrator.

“Parent Common Stock” shall mean the common stock, $0.001 par value per share, of the Parent.

“Parent Control Transaction” has the meaning ascribed to that term in the Exchangeable Share Provisions.

“Person” shall mean any individual, Entity or Governmental Body.

“Pre-Closing Period” has the meaning set out in Section 6.1.

“Promissory Notes” means that certain: (a) an interest bearing promissory note from the Parent to the Shareholder in the amount of $500,000 with the terms and conditions as set forth in such promissory note; and (b) a non-interest bearing promissory note from the Parent to the Shareholder in the amount of $1,000,000 with the terms and conditions as set forth in such promissory note.

“Proprietary Asset” shall mean any: (a) patent, patent application, trademark (whether registered or unregistered), trademark application, trade name, fictitious business name, service mark (whether registered or unregistered), service mark application, copyright (whether registered or unregistered), copyright application, application, trade secret, know-how, customer list, franchise, system, computer software, computer program, model, formula, compound, invention, design, blueprint, engineering drawing, proprietary product, technology, proprietary right or other intellectual property right or intangible asset; or (b) right to use or exploit any of the foregoing.

“Redemption Call Purchase Price” has the meaning set out in Section 10.2.

“Redemption Call Right” has the meaning set out in Section 10.2.

“Redemption Date” has the meaning ascribed to that term in the Exchangeable Share Provisions.

“Redemption Price” has the meaning ascribed to that term in the Exchangeable Share Provisions.

“Representatives” shall mean officers, directors, employees, agents, attorneys, accountants, advisors and representatives.

A-5 

“Shareholder Loans” means an amount of $809,000 CN owing from the Company to the Shareholder in respect of advances provided by the Shareholder to the Company, as evidenced by that certain subordinated promissory note dated September 29, 2015, from the Company to the Shareholder.

“Shares” means the issued and outstanding common shares of the Company.

“Special Voting Share” shall mean the one (1) share of Series B preferred stock of the Parent having substantially the rights, privileges, restrictions and conditions described in the Voting Agreement.

An Entity shall be deemed to be a “Subsidiary” of another Person if such Person directly or indirectly owns, beneficially or of record, (a) an amount of voting securities or other interests in such Entity that is sufficient to enable such Person to elect at least a majority of the members of such Entity’s board of directors or other governing body, or (b) at least 50% of the outstanding equity or financial interests or such Entity.

“Tax” shall mean any tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, unemployment or employment tax or insurance premium, national and provincial health insurance tax, Canada Pension Plan amount, excise tax, goods and services tax (“GST”) ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, business tax, withholding tax or payroll tax), levy, assessment, tariff, duty (including any customs duty), deficiency or fee, and any related charge or amount (including any fine, penalty or interest), imposed, assessed or collected by or under the authority of any Governmental Body.

“Tax Return” shall mean any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

“Unaudited Interim Financial Statements” shall mean the unaudited consolidated financial statements of the Company as of August 31, 2015.

“U.S. Securities Act” shall mean the U.S. Securities Act of 1933, as amended.

“Voting and Exchange Agreement” shall mean an agreement to be made between the Parent, the ExchangeCo and the Shareholder substantially in the form of attached to the Agreement, with such changes thereto as the parties hereto, acting reasonably, may agree.

SCHEDULE B

TO THE ACQUISITION AGREEMENT BETWEEN

QUEST SOLUTION, INC., QUEST EXCHANGE LTD., VIASCAN GROUP INC. AND

VIASCANQDATA INC.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDER

The Company and the Shareholder covenant with and represent and warrant to the Parent and the ExchangeCo as of the date of this Agreement and at the Closing Date as follows, and acknowledges that the Parent and the ExchangeCo are relying on such covenants, representations and warranties in entering into this Agreement:

1.1 Due Organization

(a)	The Shareholder is a corporation duly organized, validly existing and in good standing under the laws of Canada. The Shareholder has the corporate power to own or lease its properties and to carry on its business as now being conducted by it. The Shareholder is duly qualified as a corporation to do business and is in good standing with respect thereto in each jurisdiction in which the nature of its business or the property owned or leased by it makes such qualification necessary.
(b)	The Company is a corporation duly organized, validly existing and in good standing under the laws of Canada. The Company has the corporate power to own or lease its properties and to carry on its business as now being conducted by it. The Company is duly qualified as a corporation to do business and is in good standing with respect thereto in each jurisdiction in which the nature of its business or the property owned or leased by it makes such qualification necessary.
(c)	The Company has no Subsidiaries, and the Company does not own any shares in the capital of, or any equity interest of any nature in, any other Entity. The Company has not agreed to, is not obligated to make, and is not bound by any Contract under which it may become obligated to make, any future investment in or capital contribution to any other Entity. The Company has not been, at any time, a general partner of, or has otherwise been liable for any of the debts or other obligations of, any general partnership, limited partnership or other Entity.

1.2 Certificate of Incorporation and Bylaws 

The Company has delivered or made available to the Parent accurate and complete copies of the certificate of incorporation, articles, bylaws and other charter and organizational documents of the Company, including all amendments thereto.

B-2

1.3 Capitalization

(a)	The authorized capital of the Company consists of an unlimited number of Shares. As of the date of the Agreement, 57,790 Shares were issued andoutstanding, all of which were held by the Shareholder. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and non-assessable. The Shares are owned of record and beneficially by the Shareholder, free and clear of all Encumbrances.
(b)	None of the outstanding Shares is entitled or subject to any preemptive right, right of participation or any similar right, or any right of first refusal in favor of the Company, and there is no Contract relating to the voting or registration of, or restricting the Shareholder or any Person from selling, pledging or otherwise disposing of (or granting any option or similar right with respect to) any Shares.
(c)	There is no (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any Shares or other shares of the capital stock or other securities of the Company; (ii) outstanding security, instrument or obligation that has the right to vote (other than the Shares) or that is or may become convertible into or exchangeable for any Shares or other shares of the capital stock or other securities of the Company; or (iii) to the Company’s knowledge, any condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person against the Company to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company.

1.4 Corporate Authority; Binding Nature of Agreement

Each of the Company and the Shareholder has all requisite power and authority to execute and deliver the Agreement, the Voting Agreement and all transaction documents to be signed by it and to perform its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of each of the Agreement, the Voting Agreement and all transaction documents by each of the Company and the Shareholder, and the consummation of the transactions contemplated thereby, have been duly authorized by each of the board of directors of the Company and the Shareholder. No other corporate or shareholder proceedings on the part of the Company or the Shareholder are necessary to authorize such documents or to consummate the transactions contemplated thereby. The Agreement, the Voting Agreement and all transaction documents have been duly executed and delivered by each of the Company and the Shareholder, the Agreement, the Voting Agreement and all transaction documents when executed and delivered by the Company and the Shareholder as contemplated by such agreements and documents will be, valid and binding obligations of each the Company and the Shareholder enforceable against them in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

B-3

1.5 Directors and Officers

The directors and officers of the Company are as follows:

Name	Position
Gilles Gaudreault	Director and Secretary
Danis Kurdi	Director and President

1.6 Financial Statements, Books and Records

(a)	The Audited Financial Statements and Unaudited Interim Financial Statements (including any related notes) of the Company provided by the Company in Section 1.6(a) of the Company Disclosure Schedule fairly present the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of the Company as at the date thereof.
(b)	The books, records and accounts of the Company fairly and correctly set out and disclose in all material respects, in accordance with Canadian generally accepted accounting principles, the financial position of the Company as at the date of this Agreement, and:

(i)	have been maintained in accordance with good business practices consistent with prior years;
(ii)	are stated in reasonable detail and accurately and fairly reflect the transactions and dispositions of the assets of the Company; and
(iii)	accurately and fairly reflect the basis for the financial statements provided by the Company referred to in Section 1.6(a) of the Company Disclosure Schedule.

(c) The Company has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that:

(i)	transactions are executed in accordance with management’s general or specific authorization; and
(ii)	transactions are recorded as necessary:

A.	to permit preparation of financial statements in conformity with Canadian generally accepted accounting principles or any other criteria applicable to such statements; and
B.	to maintain accountability for assets.

B-4

(d)	The Company has made full disclosure to the Parent and the ExchangeCo of all material aspects of the Company’s business and has made all of its books and records available to the Representatives of the Parent in order to assist the Parent in the performance of its due diligence searches and no material facts in relation to the Company’s business have been concealed by the Parent.
(e)	All of the Company’s obligations to TD Bank, RBC and BDC Capital have been paid in full and terminated.

1.7 Absence of Changes

Between September 1, 2015, and the date of this Agreement, except as contemplated herein:

(a)	no event, violation, circumstance or other matter has occurred or arisen that, in combination with any other events or circumstances, has had or would reasonably be expected to have a Material Adverse Effect on the Company;
(b)	there has not been any material loss, damage or destruction to, or any material interruption in the use of, any of the assets of the Company (whether or not covered by insurance);
(c)	the Company has not: (i) declared, accrued, set aside or paid any dividend or made any other distribution in respect of any Shares, or (ii) repurchased, redeemed or otherwise reacquired any Shares or other securities;
(d)	the Company has not sold, issued or granted, or authorized the issuance of, (i) any Shares, capital stock or other security, (ii) any option, warrant or right to acquire any Shares, capital stock or any other security, or (iii) any instrument convertible into or exchangeable for any Shares, capital stock or other security;
(e)	the Company has not amended or waived any of its rights under, or permitted the acceleration of vesting under, (i) any provision of any of the Company’s stock option plans, or (ii) any provision of any Contract evidencing any outstanding option in the Company;
(f)	there has been no amendment to the certificate of incorporation, articles, bylaws or other charter or organizational documents of the Company;
(g)	the Company has not formed any Subsidiary or acquired any equity interest or other interest in any other Entity;
(h)	the Company has not made any capital expenditure which exceeds $25,000;
(i)	the Company has not (i) entered into or permitted any of the assets owned or used by it to become bound by any Company Material Contract except in the ordinary course of business and consistent with past practices, or (ii) amended or terminated, or waived any material right or remedy under, any Company Material Contract;

B-5

(j)	the Company has not (i) acquired, leased or licensed any material right or other material asset from any other Person except in the ordinary course of business and consistent with past practices, (ii) sold or otherwise disposed of, or leased or licensed, any material right or other material asset to any other Person, or (iii) waived or relinquished any material right;
(k)	the Company has not written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness having a value in excess of $25,000 in any individual case;
(l)	the Company has not made any pledge of any of its assets or otherwise permitted any of its assets to become subject to any Encumbrance, except for pledges of immaterial assets made in the ordinary course of business and consistent with past practices;
(m)	the Company has not (i) lent money to any Person, or (ii) guaranteed any indebtedness for borrowed money;
(n)	the Company has not (i) adopted, established or entered into any Employee Plan, (ii) caused or permitted any Employee Plan to be amended in any material respect, or (iii) paid any bonus or made any profit-sharing or similar payment to, or materially increased the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers or employees, other than in the normal course of business and consistent with past practices;
(o)	the Company has not changed any of its methods of accounting or accounting principles or practices in any respect, except as otherwise required by Canadian generally accepted accounting principles;
(p)	the Company has not made any Tax election;
(q)	the Company has not commenced or settled any Legal Proceeding;
(r)	the Company has not entered into any material transaction or taken any other material action that, either individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect on the Company;
(s)	the Company has not entered into any material transaction or taken any other material action outside the ordinary course of business or inconsistent with past practices; and
(t)	the Company has not agreed or committed to take any of the actions referred to in clauses (c) through (s) above.

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1.8 Title to Assets

The Company owns, and has good and valid title to, all assets purported to be owned by it, including:

(a)	all assets reflected on the Audited Financial Statements and the Unaudited Interim Financial Statements (except for inventory sold or otherwise disposed of in the ordinary course of business since the date of the Unaudited Interim Financial Statements); and
(b)	all other assets reflected in the books and records of the Company as being owned by the Company.

All of said assets are owned by the Company free and clear of any Encumbrances, except for (1) any lien for current taxes not yet due and payable, (2) minor liens that have arisen in the ordinary course of business and that do not (in any case or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of the Company, and (3) liens described in Part 1.8 of the Company Disclosure Schedule.

1.9 Receivables; Employee Loans; Advances

(a) All existing accounts receivable of the Company (including those accounts receivable reflected on the Audited Financial Statements and the Unaudited Interim Financial Statements that have not yet been collected and those accounts receivable that have arisen since the date thereof and have not yet been collected):

(i)	represent valid obligations of customers of the Company arising from bona fide transactions entered into in the ordinary course of business; and
(ii)	are current and, to the Company’s knowledge, will be collected in full, without any counterclaim or set off.

(b) Part 1.9(b) of the Company Disclosure Schedule contains an accurate and complete list as of the date of the Agreement of all outstanding loans and advances made by the Company to any employee, director, consultant or independent contractor, other than routine travel, meal and related advances made to employees in the ordinary course of business.

1.10 Real Property; Equipment; Leasehold

All material items of equipment and other tangible assets owned by or leased to the Company are adequate for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the business of the Company in the manner in which such business is currently being conducted. The Company does not own any real property or any interest in real property, except for the leaseholds created under the real property leases identified in Part 1.10 of the Company Disclosure Schedule.

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1.11 Proprietary Assets

(a)	Part 1.11(a) of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by the Company and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application.
(b)	Part 1.11(b) of the Company Disclosure Schedule identifies each Proprietary Asset owned by the Company that is material to the business of the Company.
(c)	Part 1.11(c) of the Company Disclosure Schedule identifies any ongoing royalty or payment obligations in excess of $10,000 with respect to, each Proprietary Asset that is licensed or otherwise made available to the Company by any Person and is material to the business of the Company (except for any Proprietary Asset that is licensed to the Company under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to the Company.
(d)	The Company has good and valid title to all of the Proprietary Assets identified or required to be identified in Parts 1.11(a) and 1.11(b) of the Company Disclosure Schedule, free and clear of all Encumbrances, except for any lien for current taxes not yet due and payable, and minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the Proprietary Asset subject thereto or materially impair the operations of the Company. The Company has a valid right to use, license and otherwise exploit all Proprietary Assets identified or required to be identified in Part 1.11(c) of the Company Disclosure Schedule, subject to the terms thereof. The Company has not developed jointly with any other Person any Proprietary Asset that is material to the business of the Company and with respect to which such other Person has any rights. There is no Contract (with the exception of end user license agreements, support agreements, consulting agreements and other customer contracts in the forms previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Proprietary Asset.
(e)	The Company has taken reasonable measures and precautions to protect and maintain the confidentiality, secrecy and value of all material Proprietary Assets (except Proprietary Assets whose value would be unimpaired by disclosure). No current or former employee, officer, director, shareholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Asset.

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(f)

All patents, trademarks, service marks and copyrights held by the Company are valid, enforceable and subsisting and none of the Proprietary Assets and no Proprietary Asset that is currently being developed by the Company (either by itself or with any other Person), to the Company’s knowledge, infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person. The Company has not received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person. To the best of the knowledge of the Company, no other Person is materially infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Proprietary Asset.

(g)

The Proprietary Assets owned by or licensed to the Company constitute all the Proprietary Assets necessary to enable the Company to conduct their business in the manner in which such business has been and is being conducted. The Company has not (i) licensed any Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting or purporting to limit the ability of the Company to exploit fully any Proprietary Assets or to transact business in any market or geographical area or with any Person.

1.12 Contracts

(a) For purposes of the Agreement, each of the following shall be deemed to constitute a “Company Material Contract”:

(i)	any Contract (A) relating to the employment of, or the performance of services by, any employee or consultant, (B) pursuant to which the Company is or may become obligated to make any severance, termination, change in control or similar payment to any current or former employee or director, or (C) pursuant to which the Company is or may become obligated to make any bonus or similar payment (other than payments constituting base salary or normal commissions) in excess of $25,000 to any current or former employee or director;
(ii)	any material Contract relating to the acquisition, transfer, development, sharing or license of any Proprietary Asset (except for any Contract pursuant to which (A) any Proprietary Asset is licensed to the Company under any third party software license generally available to the public, or (B) any Proprietary Asset which is not material to the Company’s business and is licensed by the Company to any Person on a nonexclusive basis);
(iii)	any Contract pursuant to which (a) any monies have been loaned to the Company, or (B) the Company has granted a security interest in any of its assets;
(iv)	any Contract imposing any restriction on the right or ability of the Company (A) to compete with any other Person, (B) to acquire any product or other asset or any services from any other Person, (C) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person, or (D) to perform services for any other Person;

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(v)	any Contract (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, or similar right with respect to any securities, or (C) providing the Company with any right of first refusal with respect to, or right to repurchase or redeem, any securities;
(vi)	any Contract incorporating or relating to any guarantee, any warranty or any indemnity or similar obligation;
(vii)	any Contract containing “standstill” or similar provisions;
(viii)	any Contract (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or (B) directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between the Company and any contractor or subcontractor to any Governmental Body);
(ix)	any Contract requiring that the Company give any notice or provide any information to any Person prior to considering or accepting any Acquisition Proposal or similar proposal, or prior to entering into any discussions, agreement, arrangement or understanding relating to transaction relating to any Acquisition Proposal;
(x)	any Contract that contemplates or involves the guaranteed payment or delivery of cash or other consideration in an amount or having a value in excess of $25,000 in the aggregate or the payment of such consideration any time between the Closing Date and the date of the Agreement, or contemplates or involves the performance of services having a value in excess of $25,000 in the aggregate; and
(xi)	any Contract that is otherwise material to the Company, including any Contract that could reasonably be expected to have a material effect on the ability of the Company to perform any of its obligations under, or to consummate any of the transactions contemplated by, the Agreement.

The Company has delivered or made available to Parent an accurate and complete copy of each Contract that constitutes a Company Material Contract.

(b) Each Contract that constitutes a Company Material Contract is valid and in full force and effect, and is enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

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(c)

The Company has not violated or breached, or committed any default in any material respect under, any Company Material Contract and, to the best of the knowledge of the Company, no other Person has violated or breached, or committed any default under, any other Contract. With respect to each Company Material Contract, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) could reasonably be expected to (A) result in a violation or breach of any of the provisions of any such Contract, (B) give any Person the right to declare a default or exercise any remedy under any such Contract, (C) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any such Contract, (D) give any Person the right to accelerate the maturity or performance of any such Contract, or (E) give any Person the right to cancel, terminate or modify any such Contract. Since January 1, 2015, the Company has not received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Company Material Contract.

(d)

Part 1.12 of the Company Disclosure Schedule contains certain of the Company Material Contracts.

1.13 Liabilities

The Company does not have any accrued, contingent or other liabilities of any nature, either matured or unmatured, except for: (a) liabilities identified as such in the “liabilities” column of the Audited Financial Statements and the Unaudited Interim Financial Statements; (b) normal and recurring current liabilities that have been incurred by the Company since the date thereof in the ordinary course of business and consistent with past practices; and (c) liabilities described in Part 1.13 of the Company Disclosure Schedule. The Company’s total liabilities, of any nature, do not exceed $14,000,000 USD.

1.14 Compliance with Legal Requirements

(a)	The Company and each predecessor of the Company is, and at all times has been, in full compliance with all requirements of each Governmental Body required for the operation of the Company’s business.
(b)	No event has occurred or circumstance exists that may (with or without notice or lapse of time) constitute or result, directly or indirectly, in a violation of, or a failure to comply with, any requirement of any Governmental Body required for the operation of the Company’s business, or may result directly or indirectly, in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any authorization of any Governmental Body required for the operation of the Company’s business.
(c)	Neither the Company nor any predecessor of the Company has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any requirement of any Governmental Body, or any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification of any authorization of any Governmental Body.

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(d) All applications required to have been filed for the renewal of any authorizations required from any Governmental Body for the operation of the Company’s business have been duly filed on a timely basis with each applicable Governmental Body, and all other filings required to have been made with respect to such authorizations have been duly made on a timely basis with each applicable Governmental Body.

1.15 Litigation

(a) Except as set forth in Part 1.15 of the Company Disclosure Schedule, there is no pending Legal Proceeding:

(i)	that has been commenced by or against the Company or any predecessor of the Company, or that otherwise relates to or may affect the Company’s business, or any of the assets owned or used by, the Company or any predecessor of the Company; or
(ii)	that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated herein.

(b)	To the knowledge of the Company and the Shareholder, no Legal Proceeding has been threatened, and no event has occurred or circumstance exists, that may give rise to or serve as a basis for the commencement of any such Legal Proceeding.
(c)	There is no Order to which any of the Company, any predecessor of the Company, the Company’s business, or any of the assets owned or used by any of them, is subject.
(d)	No employee or agent of the Company or any predecessor of the Company is subject to any Order that prohibits such employee or agent from engaging in or continuing any conduct, activity, or practice relating to the Company’s business.

1.16 Certain Business Practices

There is no Contract, judgment, injunction, order or decree binding upon the Company that has or could reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of the Company, any acquisition of property by the Company or the conduct of business by the Company as currently conducted.

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1.17 Governmental Authorizations

The Company holds all Governmental Authorizations necessary to enable the Company to conduct its businesses in the manner in which such businesses are currently being conducted. All such Governmental Authorizations are valid and in full force and effect. The Company is in substantial compliance with the terms and requirements of such Governmental Authorizations. The Company has not received any notice or other communication from any Governmental Body regarding (a) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of the Company to design, manufacture, offer or sell any of its respective products or services.

1.18 Tax Matters

(a)	Each of the Tax Returns required to be filed by or on behalf of the Company with any Governmental Body with respect to any taxable period ending on or before the Closing Date (the “Company Returns”) (i) has been or will be filed on or before the applicable due date (including any extensions of such due date), and (ii) has been, or will be when filed, prepared in all material respects in compliance with all applicable Legal Requirements and will be true and correct in all material respects. Except as set forth in Part 1.18 of the Company Disclosure Schedule, all amounts shown on the Company Returns to be due on or before the Closing Date have been or will be paid on or before the Closing Date. All Taxes required to be withheld or collected have been and will continue to be withheld and paid or remitted on or before the applicable due date up to and before the Closing Date.
(b)	The Audited Financial Statements and the Unaudited Interim Financial Statements fully accrues all actual and contingent liabilities for Taxes with respect to all periods through the date thereof in accordance with United States generally accepted accounting principles. The Company will establish, in the ordinary course of business and consistent with its past practices, reserves adequate for the payment of all Taxes for the period from the date thereof through the Closing Date.
(c)	Except as set forth in Part 1.18 of the Company Disclosure Schedule (i) no claim, Legal Proceeding adjustment, assessment or reassessment is pending or, to the best of the knowledge of the Company, has been threatened, either formally or informally, against or with respect to the Company in respect of any Tax, (ii) there are no unsatisfied liabilities for Taxes (including related expenses) with respect to any notice of assessment or reassessment or similar document received by the Company with respect to any Tax (other than liabilities for Taxes asserted under any such notice of assessment or reassessment or similar document which are being contested in good faith by the Company and with respect to which adequate reserves for payment have been established on the Audited Financial Statements and the Unaudited Interim Financial Statements)m, and (iii) there are no liens for Taxes upon any of the assets of the Company except liens for current Taxes not yet due and payable.
(d)	The Company is in full compliance with all terms and conditions of any Tax exemptions, Tax holiday or other Tax reduction agreement or order of any Governmental Body and the consummation of the transactions contemplated by this Agreement will have no adverse effect on the continued validity and effectiveness of any such Tax exemptions, Tax holiday or other Tax reduction agreement or order.

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1.19 Employee and Labor Matters; Benefit Plans

(a)	Part 1.19(a) of the Company Disclosure Schedule identifies each salary, bonus, vacation, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, death and disability benefits, hospitalization, medical, life or other insurance, flexible benefits, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or agreement and each other employee benefit plan or arrangement (collectively, the “Employee Plans”) sponsored, maintained, contributed to or required to be contributed to by the Company for the benefit of any current or former employee of the Company. The Company has delivered to the Parent accurate and complete copies of the Employee Plans currently in force and all amendments thereto together with, as applicable, accurate and complete copies of all funding agreements and any Contracts relating to such Employee Plans (including service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and recordkeeping agreements), all summary descriptions of the Employee Plans provided to past or present participants therein, any annual information returns required to be filed under a Legal Requirement, the financial statements, if any, and evidence of any registration in respect thereof.
(b)	All of the Employee Plans are, and have been since their establishment, duly registered where required by Legal Requirement (including registration with the relevant tax authorities where such registration is required to qualify for tax exemption or other beneficial tax status) and are in good standing under, and in compliance with, all Legal Requirements.
(c)	All Employee Plans have been administered in accordance with their terms, there are no outstanding defaults or violations by the Company of any obligation required to be performed by it in connection with any Employee Plan and no order has been made or notice given pursuant to any Legal Requirements requiring (or proposing to require) the Company to take (or refrain from taking) any action in respect of any Employee Plan.
(d)	There are no actions, suits, claims, trials, demands, investigations, arbitrations or other proceedings pending or, to the knowledge of the Company threatened with respect to the Employee Plans against the Company, the funding agent, the insurers or the fund of such Employee Plans, other than claims for benefits in the ordinary course.

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(e)	Neither the execution, delivery or performance of the Agreement, nor the consummation of the other transactions contemplated by the Agreement, will result in any bonus, golden parachute, severance or other payment or obligation to any current or former employee or director of the Company (whether or not under any Employee Plan), or materially increase the benefits payable or provided under any Employee Plan, or result in any acceleration of the time of payment or vesting of any such benefits.
(f)	Part 1.19(f) of the Company Disclosure Schedule contains a list of all salaried employees of the Company as of the date of the Agreement, and correctly reflects, in all material respects, their salaries, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation or commission arrangements), their dates of employment and their positions. The Company is not a party to any collective bargaining agreement with a trade union or council of trade unions. No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to the Company employees by way of certification, interim certification, voluntary recognition, designation or successor rights, has applied to be certified as a bargaining agent of the Company’ employees or has applied to have the Company declared a related employer pursuant to applicable labor, employment or similar laws. Except as contemplated herein or set out in the Company Disclosure Schedule, all of the employees of the Company are employed for an indefinite term and the employment of such employees may be terminated on reasonable notice.
(g)	The Company is in compliance in all material respects with all applicable Legal Requirements and Contracts relating to employment, employment standards, employment practices, wages, bonuses, benefits and terms and conditions of employment, including employee compensation matters.
(h)	All amounts owing in respect of employee payroll withholding obligations, remittances, premiums, contributions and assessments under provincial or federal statutes or employee benefit plans have been fully accrued in the books and records of the Company and wages, vacation pay, holiday pay and employee benefits of the employees of the Company have been fully accrued in the Company’s books and records and reflected as such in the Company’s financial statements.

1.20 Insurance

The Company has delivered or made available to the Parent a copy of all material insurance policies and all material self-insurance programs and materials relating to the business, assets and operations of the Company. Each of such insurance policies is in full force and effect. The Company has not received any notice or other communication regarding any actual or possible (a) cancellation or invalidation of any insurance policy, (b) refusal of any coverage or rejection of any material claim under any insurance policy, or (c) material adjustment in the amount of the premiums payable with respect to any insurance policy. There is no pending workers’ compensation or other claim under or based upon any insurance policy of the Company.

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1.21 Legal Proceedings; Orders

(a)

There is no pending Legal Proceeding, and to the best of the knowledge of the Company and the Shareholder, no Person has threatened to commence any Legal Proceeding: (i) that involves the Company or any of the assets owned or used by the Company; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the transactions contemplated by the Agreement. To the best of the knowledge of the Company and the Shareholder, no event has occurred, and no claim, dispute or other condition or circumstance exists that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Legal Proceeding.

(b)

There is no order, writ, injunction, judgment or decree to which the Company, or any of the assets owned or used by the Company, is subject. To the best of the knowledge of the Company and the Shareholder, no officer or key employee of the Company is subject to any order, writ, injunction, judgment or decree that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of the Company.

1.22 Non-Contravention; Consents

Neither (1) the execution, delivery or performance of the Agreement, nor (2) the consummation by the Company of the transactions contemplated by the Agreement, will directly or indirectly (with or without notice or lapse of time):

(a)	contravene, conflict with or result in a violation of (i) any of the provisions of the articles or certificate of incorporation, bylaws or other charter or organizational documents of the Company or the Shareholder, or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of the Company or the Shareholder;
(b)	subject to obtaining the Consents set forth in Section 9.3 of the Agreement, contravene, conflict with or result in a violation of any Legal Requirement or any order, writ, injunction, judgment or decree to which the Company, or any of the assets owned or used by the Company, is subject;
(c)	contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the business of the Company or to any of the assets owned or used by the Company;
(d)	to the knowledge of the Company and the Shareholder, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Company Material Contract, (ii) a rebate, chargeback, penalty or change in delivery schedule under any such Company Material Contract, (iii) accelerate the maturity or performance of any such Company Material Contract, or (iv) cancel, terminate or modify any term of such Company Material Contract;

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(e)	result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company); or
(f)	result in, or increase the likelihood of, the disclosure or delivery to any escrowholder or other Person of any material asset of the Company to any Person.

Except as may be required by Applicable Securities Legislation, the CBCA, any other foreign law or regulation, neither of the Company or the Shareholder is, or will be, required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of the Agreement by the Company, or (y) the consummation by the Company of the transactions contemplated by the Agreement.

1.23 No Broker or Finder

No agreement has been made with the Company or the Shareholder in respect of the purchase and sale contemplated by this Agreement that could give rise to any valid claim by any Person against the Company, the Shareholder, the Parent or the ExchangeCo for a finder’s fee, brokerage commission or similar payment.

1.24 Full Disclosure

This Agreement (including the Company Disclosure Schedule) does not, and will not, (i) contain any representation, warranty or information that is false or misleading with respect to any material fact, or (ii) omit to state any material fact necessary in order to make the representations, warranties and information contained and to be contained herein and therein (in the light of the circumstances under which such representations, warranties and information were or will be made or provided) not false or misleading.

SCHEDULE C

TO THE ACQUISITION AGREEMENT BETWEEN

QUEST SOLUTION, INC., QUEST EXCHANGE LTD., VIASCAN GROUP INC. AND

VIASCANQDATA INC.

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE EXCHANGECO

The Parent and the ExchangeCo jointly and severally covenant with and represent and warrant to the Company and the Shareholder as of the date of this Agreement and at the Closing Date as follows, and acknowledge that the Company and the Shareholder are relying on such covenants, representations and warranties in entering into this Agreement:

1. Due Organization

The Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Parent has a class of securities registered under the U.S. Securities Exchange Act of 1934, as amended, and is in good standing with respect to all filings required to be made under such statutes with the United States Securities and Exchange Commission. The Parent has the corporate power to own or lease its properties and to carry on its business as now being conducted by it. The Parent is duly qualified as a corporation to do business and is in good standing with respect thereto in each jurisdiction in which the nature of its business or the property owned or leased by it makes such qualification necessary.

The ExchangeCo is a corporation duly organized, validly existing and in good standing under the laws of Canada. The ExchangeCo has the corporate power to own or lease its properties and to carry on its business as now being conducted by it. The ExchangeCo is duly qualified as a corporation to do business and is in good standing with respect thereto in each jurisdiction in which the nature of its business or the property owned or leased by it makes such qualification necessary.

2. Certificate of Incorporation and Bylaws

The Parent has delivered or made available to the Company accurate and complete copies of the certificate of incorporation, articles, bylaws and other charter and organizational documents of the Parent, including all amendments thereto.

3. Capitalization

The capitalization information of the Parent provided by Parent fairly presents the fully diluted capitalization of the Parent as of the Closing Date.

The authorized capital stock of the ExchangeCo consists of an unlimited number of common shares and an unlimited number of preferred shares. As of the Closing Date, one hundred (100) common shares of the ExchangeCo were issued and outstanding. All of the outstanding common shares of the ExchangeCo have been duly authorized and validly issued, and are fully paid and nonassessable.

C-2 

Except as contemplated in this Agreement, no Person has any agreement or option, including convertible securities, warrants or convertible obligations of any nature, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, subscription, allotment or issuance of any of the unissued shares in the capital of the ExchangeCo.

4. Corporate Authority; Binding Nature of Agreement

Each of the Parent and the ExchangeCo has all requisite power and authority to execute and deliver the Agreement, the Exchangeable Share Support Agreement, the Voting Agreement and all transaction documents to be signed by it and to perform its respective obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of each of the Agreement, the Exchangeable Share Support Agreement, the Voting Agreement and all transaction documents by each of the Parent and the ExchangeCo, and the consummation of the transactions contemplated thereby, have been duly authorized by each of the board of directors of the Parent and the ExchangeCo. No other corporate or shareholder proceedings on the part of the Parent and the ExchangeCo are necessary to authorize such documents or to consummate the transactions contemplated thereby. The Agreement, the Exchangeable Share Support Agreement, the Voting Agreement and all transaction documents have been duly executed and delivered by each of the Parent and the ExchangeCo, the Agreement, the Exchangeable Share Support Agreement, the Voting Agreement and all transaction documents when executed and delivered by the Parent and the ExchangeCo as contemplated by such agreements and documents will be, valid and binding obligations of each the Parent and the ExchangeCo enforceable against them in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

5. Financial Statements, Books and Records

(a)	The financial statements of Parent provided by Parent fairly present the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of Parent as at the date thereof.
(b)	The books, records and accounts of Parent fairly and correctly set out and disclose in all material respects, in accordance with U.S. generally accepted accounting principles, the financial position of Parent as at the date of this Agreement, and:

(i)	have been maintained in accordance with good business practices consistent with prior years;
(ii)	are stated in reasonable detail and accurately and fairly reflect the transactions and dispositions of the assets of Parent; and
(iii)	accurately and fairly reflect the basis for the financial statements provided by Parent.

C-3 

(c) Parent has devised and maintains a system of internal accounting controls sufficient to provide reasonable assurances that:

(i)	transactions are executed in accordance with management’s general or specific authorization; and
(ii)	transactions are recorded as necessary:

A.	to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles or any other criteria applicable to such statements; and
B.	to maintain accountability for assets.

6. Litigation

There is no pending Legal Proceeding:

(a)	that has been commenced by or against the Parent or the ExchangeCo, or that otherwise relates to or may affect the Parent’s business, or any of the assets owned or used by, the Parent; or
(b)	that challenges, or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with, any of the transactions contemplated herein.

To the knowledge of the Parent, no Legal Proceeding has been threatened, and no event has occurred or circumstance exists, that may give rise to or serve as a basis for the commencement of any such Legal Proceeding.

7. Non-Contravention; Consents

Neither (1) the execution, delivery or performance of the Agreement, nor (2) the consummation by the Parent of the transactions contemplated by the Agreement, will directly or indirectly (with or without notice or lapse of time):

(a)	contravene, conflict with or result in a violation of (i) any of the provisions of the articles or certificate of incorporation, bylaws or other charter or organizational documents of the Parent or the ExchangeCo, or (ii) any resolution adopted by the shareholders, the board of directors or any committee of the board of directors of the Parent or the ExchangeCo;
(b)	subject to obtaining the Consents set forth in Section 9.3 of the Agreement, contravene, conflict with or result in a violation of any Legal Requirement or any order, writ, injunction, judgment or decree to which the Parent, or any of the assets owned or used by the Parent, is subject;
(c)	contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw,suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Parent or that otherwise relates to the business of the Parent or to any of the assets owned or used by the Parent;

C-4 

(d)	to the knowledge of the Parent and the ExchangeCo, contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any material contract; or
(e)	result in, or increase the likelihood of, the disclosure or delivery to any escrowholder or other Person of any material asset of the Parent to any Person.

Except as may be required by Applicable Securities Legislation, any other foreign law or regulation, neither of the Parent or the ExchangeCo is, or will be, required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of the Agreement by the Parent, or (y) the consummation by the Parent of the transactions contemplated by the Agreement.

8. Violation of Laws

The entry into this Agreement and the consummation of the transactions contemplate therein will not, to the best of the knowledge of the Parent, result in the violation of any law or regulation of the United States or the State of Delaware or of any local government bylaw or ordinance to which the Parent or the Parent’s business may be subject.

9. No Broker or Finder

No agreement has been made with the Parent or the ExchangeCo in respect of the purchase and sale contemplated by this Agreement that could give rise to any valid claim by any Person against the Company or the Shareholder for a finder’s fee, brokerage commission or similar payment.

10. Full Disclosure

This Schedule, the Agreement and the U.S. Securities Act filings and disclosures provided to Company and the Shareholder do not (i) contain any representation, warranty or information that is false or misleading with respect to any material fact, or (ii) omit to state any material fact necessary in order to make the representations, warranties and information contained and to be contained herein and therein (in the light of the circumstances under which such representations, warranties and information were or will be made or provided) not false or misleading.

SCHEDULE D

TO THE ACQUISITION AGREEMENT BETWEEN
QUEST SOLUTION, INC., QUEST EXCHANGE LTD., VIASCAN GROUP INC. AND

VIASCANQDATA INC.

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

The Shareholder covenants with and represents and warrants to the Parent and ExchangeCo as of the date of this Agreement and at the Closing Date as follows, and acknowledges that the Parent and ExchangeCo are relying on such covenants, representations and warranties in entering into this Agreement:

1. the Shareholder is not a “U.S. Person” as such term is defined by Rule 902 of Regulation S under the U.S. Securities Act (the definition of which includes, but is not limited to, an individual resident in the U.S. and an estate or trust of which any executor or administrator or trust, respectively is a U.S. Person and any partnership or corporation organized or incorporated under the laws of the U.S.);

2. the Special Voting Share has not been nor will be registered under the U.S. Securities Act, or under any state securities or “blue sky” laws of any state of the United States, and may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S, except in accordance with the provisions of Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state and foreign securities laws;

3. the Shareholder understands and agrees that offers and sales of the Special Voting Share prior to the expiration of a period of six months after the date of original issuance of the Special Voting Share (the six month period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the U.S. Securities Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the U.S. Securities Act or an exemption therefrom and in each case only in accordance with applicable state and foreign securities laws;

4. the Shareholder understands and agrees not to engage in any hedging transactions involving the Special Voting Share unless such transactions are in compliance with the provisions of the U.S. Securities Act and in each case only in accordance with applicable state and provincial securities laws;

5. the Shareholder is acquiring the Special Voting Share for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly the Special Voting Share in the United States or to U.S. Persons;

6. the Shareholder has not acquired the Special Voting Share as a result of, and will not itself engage in, any directed selling efforts (as defined in Regulation S under the U.S. Securities Act) in the United States in respect of the Special Voting Share which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Special Voting Share;

D-2

7. the Parent is entitled to rely on the acknowledgements, agreements, representations and warranties and the statements and answers of the Shareholder contained herein, and the Shareholder will hold harmless the Parent from any loss or damage either one may suffer as a result of any such acknowledgements, agreements, representations and/or warranties made by the Shareholder not being true and correct;

8. the Special Voting Share is not being acquired, directly or indirectly, for the account or benefit of a U.S. Person or a person in the United States; and

9. the Shareholder was outside the United States when receiving and executing the agreement in connection with the issuance of the Special Voting Share.

SCHEDULE E
TO THE ACQUISITION AGREEMENT BETWEEN
QUEST SOLUTION, INC., QUEST EXCHANGE LTD., VIASCAN GROUP INC. AND

VIASCANQDATA INC.

VOTING AND EXCHANGE AGREEMENT

SCHEDULE F

TO THE ACQUISITION AGREEMENT BETWEEN

QUEST SOLUTION, INC., QUEST EXCHANGE LTD., VIASCAN GROUP INC. AND

VIASCANQDATA INC.

EXCHANGEABLE SHARE SUPPORT AGREEMENT

EX-10.3

EXCHANGEABLE SHARE SUPPORT AGREEMENT

THIS AGREEMENT made the 1st day of October, 2015.

BETWEEN:

QUEST SOLUTION, INC., a Delaware corporation with file number 1796648 and a registered office at 1521 Concord Pike, Suite 303-B, Wilmington, New Castle, Delaware 19803

(the “Parent”)

AND:

QUEST EXCHANGE LTD., a Canadian corporation with incorporation number 945229-0 and a registered office at 8102 Route Transcanadienne, Montreal, Quebec H4S 1M5

(the “ExchangeCo”)

WHEREAS:

A.	Pursuant to an acquisition agreement (the “Acqusition Agreement”) dated as of October 1, 2015 between the Parent, the ExchangeCo, Viascan Group Inc. (the “Shareholder”) and ViascanQData Inc. (the “Company”), the ExchangeCo, a wholly owned subsidiary of the Parent, has offered to purchase the issued and outstanding shares of the Company from the Shareholder;
B.	Under the terms of the Acquisition Agreement, the Shareholder will receive exchangeable shares (the “Exchangeable Shares”) of the ExchangeCo, exchangeable into common stock of the Parent (the “Parent Common Stock”); and
C.	The parties wish to provide for and establish a procedure whereby the Parent will take certain actions and make certain payments and deliveries necessary to ensure that the ExchangeCo will be able to satisfy the obligations of the ExchangeCo to the Shareholder pursuant to the rights, privileges, restrictions and conditions attaching to the Exchangeable Shares as set forth in the Articles of the ExchangeCo (the “Share Provisions”) with respect to the payment and satisfaction of dividends, liquidation amounts, retraction prices, and redemption prices.

ARTICLE 1
DEFINITIONS AND INTERPRETATION

THEREFORE in consideration of the respective covenants and agreements provided in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:

1.1	Defined Terms
	Each term denoted herein by initial capital letters and not otherwise defined herein shall have the meaning ascribed thereto in the Share Provisions.
1.2	Interpretation Not Affected by Headings
	The division of this Agreement into Articles, Sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless otherwise indicated, all references to an “Article” or “Section” followed by a number and/or a letter refer to the specified Article or Section of this Agreement. The terms “this Agreement”, “hereof”, “herein” and “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.
1.3	Number, Gender
	Words importing the singular number only shall include the plural and vice versa. Words importing any gender shall include all genders.
1.4	Date for any Action
	If any date on which any action is required to be taken under this Agreement is not a Business Day, such action shall be required to be taken on the next succeeding Business Day. For the purposes of this agreement, a “Business Day” means any day on which commercial banks are generally open for business in Montreal, Quebec, other than a Saturday, a Sunday or a day observed as a holiday in Montreal, Quebec under the laws of the Province of Quebec or the federal laws of Canada.

ARTICLE 2
COVENANTS OF THE PARENT AND THE EXCHANGECO

2.1 Covenants Regarding Exchangeable Shares

So long as any of the Exchangeable Shares owned by the Shareholder are outstanding, the Parent will:

(a) not declare or pay any dividends on the Parent Common Stock, unless:

(i) the ExchangeCo shall:

A. simultaneously declare or pay, as the case may be, an equivalent dividend (as provided for in the Share Provisions and as determined by the Board of Directors of the ExchangeCo as contemplated by Section 2.7(d) hereof) on the Exchangeable Shares (an “Equivalent Dividend”);

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B. have sufficient money or other assets or authorized but unissued securities available to enable the due declaration and the due and punctual payment, in accordance with applicable law, of any Equivalent Dividend, or

(ii) the ExchangeCo shall:

A.	subdivide the Exchangeable Shares in lieu of a stock dividend thereon (as provided for in the Share Provisions) (an “Equivalent Stock Subdivision”); and
B.	have sufficient authorized but unissued securities available to enable the Equivalent Stock Subdivision;

(b)	advise the ExchangeCo sufficiently in advance of the declaration by the Parent of any dividend on the Parent Common Stock and take all such other actions as are reasonably necessary, in cooperation with the ExchangeCo, to ensure that the respective declaration date, record date and payment date for a dividend on the Exchangeable Shares shall be the same as the declaration date, record date and payment date for the corresponding dividend on the Parent Common Stock;
(c)	ensure that the record date for any dividend declared on the Parent Common Stock is not less than 10 Business Days after the declaration date of such dividend;
(d)	take all such actions and do all such things as are reasonably necessary or desirable to enable and permit the ExchangeCo, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Amount, the Retraction Price or the Redemption Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of the ExchangeCo, the delivery of a Retraction Request by a holder of the Exchangeable Shares or a redemption of the Exchangeable Shares by the ExchangeCo, as the case may be, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the ExchangeCo to cause to be delivered the shares of the Parent Common Stock to the holders of the Exchangeable Shares in accordance with the provisions of Sections 5, 6 or 7, as the case may be, of the Share Provisions; and
(e)	take all such actions and do all such things as are reasonably necessary or desirable to enable and permit the ExchangeCo, in accordance with applicable law, to perform its obligations arising upon the exercise by the ExchangeCo of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, including without limitation all such actions and all such things as are necessary or desirable to enable and permit the ExchangeCo to cause to be delivered the shares of the Parent Common Stock to the holders of the Exchangeable Shares in accordance with the provisions of the Liquidation Call Right, the Retraction Call Right or the Redemption Call Right, as the case may be.

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2.2	Segregation of Funds
	The Parent will cause the ExchangeCo to deposit a sufficient amount of funds in a separate account of the ExchangeCo and segregate a sufficient amount of such other assets and property as is necessary to enable the ExchangeCo to pay dividends when due and to pay or otherwise satisfy its respective obligations under Sections 5, 6 or 7 of the Share Provisions, as applicable.
2.3	Reservation of the Parent Common Stock
	The Parent hereby represents, warrants and covenants in favour of the ExchangeCo that the Parent has reserved for issuance and will, at all times while any of the Exchangeable Shares owned by Shareholder are outstanding, keep available, free from pre-emptive and other rights, out of its authorized and unissued capital stock such number of shares of the Parent Common Stock (or other shares or securities into which Parent Common Stock may be reclassified or changed as contemplated by Section 2.7 hereof):

(a) as is equal to the sum of:

(i)	the number of the Exchangeable Shares issued and outstanding from time to time; and
(ii)	the number of the Exchangeable Shares issuable upon the exercise of all rights to acquire the Exchangeable Shares outstanding from time to time; and

(b) as are now and may hereafter be required to enable and permit the Parent to meet its obligations under the Voting and Exchange Agreement and under any other security or commitment pursuant to which the Parent may now or hereafter be required to issue shares of the Parent Common Stock, to enable and permit the ExchangeCo to meet its obligations under each of the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right and its respective obligations hereunder and under the Share Provisions.

2.4 Notification of Certain Events

In order to assist the Parent to comply with its obligations hereunder and to permit the ExchangeCo to exercise the Liquidation Call Right, the Retraction Call Right and the Redemption Call Right, the ExchangeCo will notify the Parent of each of the following events at the time set forth below:

(a) in the event of any determination by the Board of Directors of the ExchangeCo to institute voluntary liquidation, dissolution or winding-up proceedings with respect to the ExchangeCo or to effect any other distribution of the assets of the ExchangeCo among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution;

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(b)	promptly, upon the earlier of receipt by the ExchangeCo of notice of and the ExchangeCo otherwise becoming aware of any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of the ExchangeCo or to effect any other distribution of the assets of the ExchangeCo among its shareholders for the purpose of winding up its affairs;
(c)	immediately, upon receipt by the ExchangeCo of a Retraction Request;
(d)	on the same date on which notice of redemption is given to holders of the Exchangeable Shares, upon the determination of a Redemption Date in accordance with the Share Provisions; and
(e)	as soon as practicable upon the issuance by the ExchangeCo of any of the Exchangeable Shares or rights to acquire any Exchangeable Shares (other than the issuance of the Exchangeable Shares and rights to acquire the Exchangeable Shares in exchange for the issued and outstanding shares of the Company pursuant to the Acquisition Agreement).

2.5	Delivery of the Parent Common Stock to the ExchangeCo
	In furtherance of its obligations under Sections 2.1(d) and (e) hereof, upon notice from the ExchangeCo of any event that requires the ExchangeCo to cause to be delivered shares of the Parent Common Stock to any holder of the Exchangeable Shares, the Parent shall forthwith issue and deliver or cause to be delivered to the ExchangeCo the requisite number of shares of the Parent Common Stock to be received by, and issued to or to the order of, the former holder of the surrendered Exchangeable Shares, as the ExchangeCo shall direct. All such shares of the Parent Common Stock shall be duly authorized and validly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance. In consideration of the issuance and delivery of each such share of the Parent Common Stock, the ExchangeCo shall issue to the Parent, or as the Parent shall direct, common shares of the ExchangeCo having equivalent value.
2.6	Qualification of the Parent Common Stock
	The Parent will in good faith expeditiously take all such reasonable actions and do all such reasonable things as are necessary or desirable to cause any shares of the Parent Common Stock (or other shares or securities into which shares of the Parent Common Stock may be reclassified or changed as contemplated by Section 2.7 hereof) to be issued and delivered hereunder, to be listed, quoted or posted for trading on all stock exchanges and quotation systems on which outstanding Parent Common Stock (or such other shares or securities) have been listed by the Parent and remain listed and quoted or posted for trading. Each of the parties acknowledges and agrees that none of the shares of the Parent Common Stock have been or will be registered under the United States Securities Act of 1933, as amended, (the “1933 Act”), or under any securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to any U.S. Person (as defined in Section 6.2), except in accordance with the provisions of Regulation S under the 1933 Act (“Regulation S”), pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state, provincial and foreign securities laws. Each of the parties further acknowledges and agrees that the Parent has not undertaken, and will have no obligation, to register any of the shares of the Parent Common Stock under the 1933 Act or any other securities legislation.

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2.7 Economic Equivalence

(a) The Parent will not without prior approval of the ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 9(b) of the Share Provisions:

(i)	issue or distribute the Parent Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of the Parent Common Stock) to the holders of all or substantially all of the then outstanding shares of the Parent Common Stock by way of stock dividend or other distribution, other than an issue of shares of the Parent Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of the Parent Common Stock) to holders of the Parent Common Stock who exercise an option to receive dividends in shares of the Parent Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of the Parent Common Stock) in lieu of receiving cash dividends; or
(ii)	issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding shares of the Parent Common Stock entitling them to subscribe for or to purchase shares of the Parent Common Stock (or securities exchangeable for or convertible into or carrying rights to acquire shares of the Parent Common Stock); or
(iii)	issue or distribute to the holders of all or substantially all of the then outstanding shares of the Parent Common Stock (A) shares or securities of the Parent of any class other than Parent Common Stock (other than shares convertible into or exchangeable for or carrying rights to acquire Parent Common Stock), (B) rights, options or warrants other than those referred to in Section 2.7(a)(ii) above, (C) evidences of indebtedness of the Parent or (D) assets of the Parent, unless the economic equivalent (as determined by the Board of Directors of the ExchangeCo as contemplated by Section 2.7(d) hereof) on a per share basis of such rights, options, securities, shares, evidences of indebtedness or other assets is issued or distributed simultaneously to holders of the Exchangeable Shares; provided that, for greater certainty, the above restrictions shall not apply to any securities issued or distributed by the Parent in order to give effect to and to consummate the transactions contemplated by, and in accordance with, the Acquisition Agreement,

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unless the same or an economically equivalent change (as determined by the Board of Directors of the ExchangeCo as contemplated by Section 2.7(d) hereof) shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares.

(b) The Parent will not without the prior approval of the ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 9(b) of the Share Provisions:

(i)	subdivide, redivide or change the then outstanding shares of the Parent Common Stock into a greater number of shares of the Parent Common Stock; or
(ii)	reduce, combine, consolidate or change the then outstanding shares of the Parent Common Stock into a lesser number of shares of the Parent Common Stock; or
(iii)	reclassify or otherwise change shares of the Parent Common Stock or effect an amalgamation, merger, reorganization or other transaction affecting shares of the Parent Common Stock,

unless the same or an economically equivalent change (as determined by the Board of Directors of the ExchangeCo as contemplated by Section 2.7(d) hereof) shall simultaneously be made to, or in the rights of the holders of, the Exchangeable Shares.

(c)

The Parent will ensure that the record date for any event referred to in Section 2.7(a) or 2.7(b) above, or (if no record date is applicable for such event) the effective date for any such event, is not less than five Business Days after the date on which such event is declared or announced by the Parent (with contemporaneous notification thereof by the Parent to the ExchangeCo).

(d)

The Board of Directors of the ExchangeCo shall determine, in good faith and in its sole discretion, economic equivalence for the purposes of any event referred to in Section 2.7(a) or 2.7(b) hereof and each such determination shall be conclusive and binding on the Parent. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors of the ExchangeCo to be relevant, be considered by the Board of Directors of the ExchangeCo:

(i) in the case of any stock dividend or other distribution payable in shares of the Parent Common Stock, the number of such shares issued in proportion to the number of shares of the Parent Common Stock previously outstanding;

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(ii)	in the case of the issuance or distribution of any rights, options or warrants to subscribe for or purchase shares of the Parent Common Stock (or securities exercisable or exchangeable for or convertible into or carrying rights to acquire shares of the Parent Common Stock), the relationship between the exercise price of each such right, option or warrant and the current market value (as determined by the Board of Directors of the ExchangeCo in the manner above contemplated) of the Parent Common Stock;
(iii)	in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of the Parent of any class other than Parent Common Stock, any rights, options or warrants other than those referred to in Section 2.7(d)(ii) above, any evidences of indebtedness of the Parent or any assets of the Parent), the relationship between the fair market value (as determined by the Board of Directors of the ExchangeCo in the manner above contemplated) of such property to be issued or distributed with respect to each outstanding share of the Parent Common Stock and the current market value (as determined by the Board of Directors of the ExchangeCo in the manner above contemplated) of a share of the Parent Common Stock;
(iv)	in the case of any subdivision, redivision or change of the then outstanding shares of the Parent Common Stock into a greater number of shares of the Parent Common Stock or the reduction, combination, consolidation or change of the then outstanding shares of the Parent Common Stock into a lesser number of shares of the Parent Common Stock or any amalgamation, merger, reorganization or other transaction affecting shares of the Parent Common Stock, the effect thereof upon the then outstanding shares of the Parent Common Stock; and
(v)	in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of shares of the Parent Common Stock as a result of differences between taxation laws of Canada and the United States (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of Exchangeable Shares).

For purposes of the foregoing determinations, the current market value of any security listed and traded or quoted on a securities exchange shall be the weighted average of the daily trading prices of such security during a period of not less than 20 consecutive trading days ending not more than three trading days before the date of determination on the principal securities exchange on which such securities are listed and traded or quoted; provided, however, that if in the opinion of the Board of Directors of the ExchangeCo the public distribution or trading activity of such securities during such period does not create a market which reflects the fair market value of such securities, then the current market value thereof shall be determined by the Board of Directors of the ExchangeCo, in good faith and in its sole discretion, and provided further that any such determination by the Board of Directors of the ExchangeCo shall be conclusive and binding on the Parent.

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(e) The ExchangeCo agrees that, to the extent required, upon due notice from the Parent, the ExchangeCo will use its best efforts to take or cause to be taken such steps as may be necessary for the purposes of ensuring that appropriate dividends are paid or other distributions are made by the ExchangeCo, or subdivisions, redivisions or changes are made to the Exchangeable Shares, in order to implement the required economic equivalent with respect to the Parent Common Stock and Exchangeable Shares as provided for in this Section 2.7.

2.8	Tender Offers
	In the event that a tender offer, share exchange offer, issuer bid, take-over bid or similar transaction for the purpose of acquiring the Parent Common Stock (an “Offer”) is proposed by the Parent or is proposed to the Parent or its shareholders and is recommended by the Board of Directors of the Parent, or is otherwise effected or to be effected with the consent or approval of the Board of Directors of the Parent, and the Exchangeable Shares are not redeemed by the ExchangeCo pursuant to the Redemption Call Right, the Parent will use its reasonable efforts expeditiously and in good faith to take all such actions and do all such things as are necessary or desirable to enable and permit holders of the Exchangeable Shares to participate in such Offer to the same extent and on an economically equivalent basis as the holders of shares of the Parent Common Stock, without discrimination. Without limiting the generality of the foregoing, the Parent will use its reasonable efforts expeditiously and in good faith to ensure that holders of the Exchangeable Shares may participate in all such Offers without being required to retract the Exchangeable Shares as against the ExchangeCo (or, if so required, to ensure that any such retraction, shall be effective only upon, and shall be conditional upon, the closing of the Offer and only to the extent necessary to tender or deposit to the Offer). Nothing herein shall affect the rights of the ExchangeCo to redeem the Exchangeable Shares, as applicable, in the event of a Parent Control Transaction.
2.9	Ownership of Outstanding Shares
	Without the prior approval of the ExchangeCo and the prior approval of the holders of the Exchangeable Shares given in accordance with Section 9(b) of the Share Provisions, the Parent covenants and agrees in favour of the ExchangeCo that, as long as any outstanding Exchangeable Shares are owned by any person or entity other than the Parent or any of its Affiliates, the Parent will be and remain the direct or indirect beneficial owner of all issued and outstanding voting shares in the capital of the ExchangeCo.
2.10	Parent and Affiliates Not to Vote Exchangeable Shares
	The Parent covenants and agrees that it will appoint and cause to be appointed proxyholders with respect to all Exchangeable Shares held by it and its Affiliates for the  sole purpose of attending each meeting of holders of the Exchangeable Shares in order to be counted as part of the quorum for each such meeting. The Parent further covenants and agrees that it will not, and will cause its Affiliates not to, exercise any voting rights which may be exercisable by holders of Exchangeable Shares from time to time pursuant to the Share Provisions or pursuant to the provisions of the Canada Business Corporations Act (or any successor or other corporate statute by which the ExchangeCo may in the future be governed) with respect to any of the Exchangeable Shares held by it or by its Affiliates in respect of any matter considered at any meeting of holders of the Exchangeable Shares.

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2.11	Rule 10b-18 Purchases
	For certainty, nothing contained in this Agreement, including without limitation the obligations of the Parent contained in Section 2.8 hereof, shall limit the ability of the Parent or the ExchangeCo to make a “Rule 10b-18 Purchase” of shares of the Parent Common Stock pursuant to Rule 10b-18 of the U.S. Securities Exchange Act of 1934, as amended, or any successor provisions thereof.

ARTICLE 3
PARENT SUCCESSORS

3.1 Certain Requirements in Respect of Combination, etc.

The Parent shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of a merger, of the continuing corporation resulting therefrom unless, but may do so if:

(a)

such other person or continuing corporation (the “Parent Successor”) by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such other instruments (if any) as are reasonably necessary or advisable to evidence the assumption by the Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of the Parent Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of the Parent under this Agreement; and

(b)

such transaction shall be upon such terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other parties hereunder.

3.2

Vesting of Powers in Successor

Whenever the conditions of Section 3.1 have been duly observed and performed, the parties, if required by Section 3.1, shall execute and deliver a supplemental agreement hereto and thereupon the Parent Successor shall possess and from time to time may exercise each and every right and power of the Parent under this Agreement in the name of the Parent or otherwise and any act or proceeding by any provision of this Agreement required to be done or performed by the Board of Directors of the Parent or any officers of the Parent may be done and performed with like force and effect by the directors or officers of such Parent Successor.

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3.3

Wholly-Owned Subsidiaries

Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of the Parent with or into the Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of the Parent provided that all of the assets of such subsidiary are transferred to the Parent or another wholly-owned direct or indirect subsidiary of the Parent and any such transactions are expressly permitted by this Article 3.

ARTICLE 4
GENERAL

4.1	Term
	This Agreement shall come into force and be effective as of the date hereof and shall terminate and be of no further force and effect at such time as none of the Exchangeable Shares (or securities or rights convertible into or exchangeable for or carrying rights to acquire the Exchangeable Shares) are held by any person or entity other than the Parent and any of its Affiliates.
4.2	Changes in Capital of the Parent and the ExchangeCo
	At all times after the occurrence of any event contemplated pursuant to Sections 2.7 and 2.8 hereof or otherwise, as a result of which either shares of the Parent Common Stock or the Exchangeable Shares or both are in any way changed, this Agreement shall forthwith be amended and modified as necessary in order that it shall apply with full force and effect, mutatis mutandis, to all new securities into which shares of the Parent Common Stock or the Exchangeable Shares or both are so changed and the parties hereto shall execute and deliver an agreement in writing giving effect to and evidencing such necessary amendments and modifications.
4.3	Severability
	If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby and this Agreement shall be carried out as nearly as possible in accordance with its original terms and conditions.

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4.4	Amendments, Modifications
	This Agreement may not be amended or modified except by an agreement in writing executed by the ExchangeCo and the Parent and approved by the holders of the Exchangeable Shares in accordance with Section 9(b) of the Share Provisions.
4.5	Ministerial Amendments
	Notwithstanding the provisions of Section 4.4 and pursuant to Section 4.5, the parties to this Agreement may in writing at any time and from time to time, without the approval of the holders of the Exchangeable Shares, amend or modify this Agreement for the purposes of:

(a)	adding to the covenants of any or all parties provided that the Board of Directors of each of the ExchangeCo and the Parent shall be of the good faith opinion that such additions will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares;
(b)	making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of the ExchangeCo and the Parent, it may be expedient to make, provided that each such Board of Directors shall be of the good faith opinion that such amendments or modifications will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares; or
(c)	making such changes or corrections which, on the advice of counsel to the ExchangeCo and the Parent, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Boards of Directors of each of the ExchangeCo and the Parent shall be of the good faith opinion that such changes or corrections will not be prejudicial to the rights or interests of the holders of the Exchangeable Shares.

4.6 Procedure for Ministerial Amendments

(a)

If the parties to this Agreement wish to amend or modify this Agreement pursuant to Section 4.5, the parties must provide five (5) Business Days’ prior written notice of any such amendment or modification to the holders of the Exchangeable Shares, such notice providing all amendments or modifications intended to be made to this Agreement, a statement as to why such amendments or modifications are not prejudicial to the rights or interests of the holders of the Exchangeable Shares, and permitting the holders of the Exchangeable Shares a right of response to such notice within five (5) Business Days.

(b)

If the holders of the Exchangeable Shares, acting reasonably, respond within five (5) Business Days of receipt of such written notice with a reasonable objection in writing to the suggested amendments or modifications and a statement as to why such amendments or modifications would be prejudicial to the rights or interests of the holders of the Exchangeable Shares, then the parties to this Agreement must not amend this Agreement pursuant to Section 4.5 and must receive approval from the holders of the Exchangeable Shares in accordance with Section 9(b) of the Share Provisions and in accordance with Section 4.4.

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(c) If the holders of the Exchangeable Shares do not respond with a reasonable objection in writing to the suggested amendments or modifications within five (5) Business Days, the parties may amend or modify this Agreement pursuant to Section 4.5.

4.7	Meeting to Consider Amendments
	The ExchangeCo, at the request of the Parent, shall call a meeting or meetings of the holders of the Exchangeable Shares for the purpose of considering any proposed amendment or modification requiring approval pursuant to Section 4.4 hereof. Any such meeting or meetings shall be called and held in accordance with the articles of the ExchangeCo, the Share Provisions and all applicable laws.
4.8	Amendments Only in Writing
	No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto.
4.9	Enurement
	This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns.
4.10	Notices to Parties
	All notices and other communications required or permitted to be delivered to a party under this Agreement shall be in writing and shall be deemed to have been properly delivered, given or received (a) upon receipt when delivered by hand or (b) two business days after being sent by registered mail or by courier or express delivery service or by facsimile, provided that in each case the notice or communication is sent to the address or facsimile telephone number set forth beneath the name of such party below:

(a) if to the Parent or the ExchangeCo:

Quest Solution, Inc.

PO Box 22736

Eugene, OR 97402

Attn: Tom Miller

Email: tmiller@questsolution.com

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with a copy (but not as notice) to:

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

Monarch Plaza, Suite 1600

3414 Peachtree Road, N.E.

Atlanta, GA 30326-1164

Attn.: Joseph R. Delgado, Esq.

Email: jdelgado@bakerdonelson.com

Fax: 678-406-8836

4.11	Counterparts
	This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.
4.12	Jurisdiction
	This Agreement shall be construed and enforced in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.
4.13	Fax Delivery
	This Agreement may be executed by delivery of executed signature pages by fax and such fax execution will be effective for all purposes.
4.14	Attornment
	The Parent agrees that any action or proceeding arising out of or relating to this Agreement may be instituted in the courts of British Columbia, waives any objection which it may have now or hereafter to the venue of any such action or proceeding, irrevocably submits to the jurisdiction of the said courts in any such action or proceeding and hereby appoints the ExchangeCo at its registered office in the Province of British Columbia as attorney for service of process.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

QUEST SOLUTION, INC.
Per:	/s/ Tom Miller
	Authorized Signatory
QUEST EXCHANGE LTD.
Per:	/s/ Tom Miller
	Authorized Signatory

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EX-10.4

VOTING AND EXCHANGE AGREEMENT

THIS VOTING AND EXCHANGE AGREEMENT (this “Agreement”) made the 1st day of October, 2015.

BETWEEN:

QUEST SOLUTION, INC., a Delaware corporation with file number 1796648 and a registered office at 1521 Concord Pike, Suite 303-B, Wilmington, New Castle, Delaware 19803

(the “Parent”)

AND:

QUEST EXCHANGE LTD., a Canadian corporation with incorporation number 945229-0 and a registered office at 8102 Route Transcanadienne, Montreal, Quebec H4S 1M5

(the “ExchangeCo”)

AND:

VIASCAN GROUP INC., a Canadian corporation with corporation number 368068-1 and a registered office at 8102 Route Transcanadienne, Montreal, Quebec H4S 1M5

(the “Shareholder”)

WHEREAS:

A.	Pursuant to the Acquisition Agreement between the Parent, the ExchangeCo, the Shareholder and ViascanQData Inc. (the“Company” the ExchangeCo, a wholly owned subsidiary of the Parent, has offered to purchase the issued and outstanding shares of the Company from the Shareholder;
B.	Under the terms of the Acquisition Agreement, the Shareholder will receive Exchangeable Shares of the ExchangeCo, exchangeable into shares of the Parent Common Stock; and
C.	Pursuant to the Acquisition Agreement, the Parent and the ExchangeCo have agreed to execute a voting agreement substantially in the form of this agreement.

THEREFORE in consideration of the respective covenants and agreements provided in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, the following terms shall have the following meanings:

(a) “Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with), as applied to any Person, means the possession by another Person, directly or indirectly, of the power to direct or cause the direction of the management and policies of that first mentioned Person, whether through the ownership of voting securities, by contract or otherwise.

(b) “Acquisition Agreement” means the acquisition agreement dated October 1, 2015 between the Parent, the Company, the Shareholder and the Company, as amended, supplemented and/or restated in accordance therewith.

(c) “Automatic Exchange Rights” means the benefit of the obligation of the Parent to effect the automatic exchange of shares of the Parent Common Stock for the Exchangeable Shares pursuant to Section 4.13.

(d) “Board of Directors” means the Board of Directors of the ExchangeCo, the Parent or the Shareholder, as the case may be.

(e) “Business Day” means any day on which commercial banks are generally open for business in Montreal, Quebec, other than a Saturday, a Sunday or a day observed as a holiday in Montreal, Quebec under the laws of the Province of Quebec or the federal laws of Canada.

(f) “Canadian Dollar Equivalent” means, in respect of an amount expressed in a currency other than Canadian dollars (the “Foreign Currency Amount”) at any date, the product obtained by multiplying: (a) the Foreign Currency Amount, by (b) the noon spot exchange rate on such date for such foreign currency expressed in Canadian dollars as reported by the Bank of Canada or, in the event such spot exchange rate is not available, such exchange rate on such date for such foreign currency expressed in Canadian dollars as may be deemed by the Board of Directors of the ExchangeCo to be appropriate for such purpose.

(g) “Company” has the meaning set forth in Recital A of this Agreement;

(h)	“Current Market Price” means, in respect of the Parent Common Stock on any date, the Canadian Dollar Equivalent of the average of the closing prices of the Parent Common Stock during a period of 20 consecutive trading days ending not more than three trading days before such date on the OTC Bulletin Board, or, if the Parent Common Stock is not then quoted on the OTC Bulletin Board, on such other stock exchange or automated quotation system on which the Parent Common Stock is listed or quoted, as the case may be, as may be selected by the Board of Directors of the Parent for such purpose; provided, however, that if in the opinion of the Board of Directors of the Parent the public distribution or trading activity of the Parent Common Stock during such period does not create a market which reflects the fair market value of the Parent Common Stock, then the Current Market Price of the Parent Common Stock shall be determined by the Board of Directors of the Parent, in good faith and in its sole discretion, and provided further that any such selection, opinion or determination by the Board of Directors of the Parent shall be conclusive and binding.
(i)	“Entity” means any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), firm, society or other enterprise, association, organization or entity.
(j)	“Exchange Right” has the meaning set out in Section 4.1.
(k)	“Exchangeable Shares” means the Series A preferred shares in the capital of the ExchangeCo having the rights, privileges, restrictions and conditions set forth in the Share Provisions.
(l)	“Exchangeable Share Support Agreement” means the exchangeable share support agreement made as of even date herewith between the ExchangeCo and the Parent.
(m)	“Governmental Body” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, provincial, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or Entity and any court or other tribunal).
(n)	“Insolvency Event” means the institution by the ExchangeCo of any proceeding to be adjudicated a bankrupt or insolvent or to be wound up, or the consent of the ExchangeCo to the institution of bankruptcy, insolvency or winding-up proceedings against the ExchangeCo, or the filing of a petition, answer or consent seeking dissolution or winding-up under any bankruptcy, insolvency or analogous laws, including without limitation the Companies Creditors Arrangement Act (Canada) and the Bankruptcy and Insolvency Act (Canada), and the failure by the ExchangeCo to contest in good faith any such proceedings commenced in respect of the ExchangeCo within 30 days of becoming aware thereof, or the consent by the ExchangeCo to the filing of any such petition or to the appointment of a receiver, or the making by the ExchangeCo of a general assignment for the benefit of creditors, or the admission in writing by the ExchangeCo of its inability to pay its debts generally as they become due, or the ExchangeCo not being permitted, pursuant to solvency requirements of applicable law, to redeem any Retracted Shares pursuant to Section 6 of the Share Provisions.

(o)	“Liquidation Call Right” has the meaning ascribed to that term in the Acquisition Agreement.
(p)	“Liquidation Event” has the meaning set out in Section 4.13(a).
(q)	“Liquidation Event Effective Date” has the meaning set out in Section 4.13(b).
(r)	“Officers Certificate” means, with respect to the Parent or the ExchangeCo, as the case may be, a certificate signed by any one of the authorized signatories of the Parent or the ExchangeCo, as the case may be.
(s)	“Parent Affiliates” means Affiliates of the Parent.
(t)	“Parent Common Stock” means a share of common stock, par value U.S. $0.001 per share, in the capital of the Parent, and any other security into which such share may be changed.
(u)	“Parent Consent” has the meaning set out in Section 3.2.
(v)	“Parent Meeting” has the meaning set out in Section 3.2.
(w)	“Parent Successor” has the meaning set out in Section 6.1.
(x)	“Person” means any individual, Entity or Governmental Body.
(y)	“Redemption Call Right” has the meaning ascribed to that term in the Acquisition Agreement.
(z)	“Retracted Shares” has the meaning set out in Section 4.7(a).
(aa)	“Retraction Call Right” has the meaning ascribed to that term in the Acquisition Agreement.
(bb)	“Share Provisions” means the rights, privileges, restrictions and conditions attaching to the Exchangeable Shares as set forth in Schedule A of the Articles of the ExchangeCo.
(cc)	“Special Voting Shares” means the shares of preferred stock of the Parent, par value U.S.$0.001, which entitles the holder of record of that share to a number of votes at meetings of holders of the Parent Common Stock equal to the number of Exchangeable Shares outstanding from time to time (other than Exchangeable Shares held by the Parent and the Parent Affiliates).

(dd)	“Votes” has the meaning set out in Section 3.2.
(ee)	“Voting Rights” means the voting rights attached to the Special Voting Shares as set forth in Article 3.

1.2 Interpretation Not Affected by Headings, etc.

The division of this Agreement into Articles, Sections and other portions and the insertion of headings are for convenience of reference only and should not affect the construction or interpretation of this Agreement. Unless otherwise indicated, all references to an “Article” or “Section” followed by a number and/or a letter refer to the specified Article or Section of this Agreement. The terms “this Agreement”, “hereof”, “herein” and “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

1.3 Number, Gender, etc.

Words importing the singular number only shall include the plural and vice versa. Words importing any gender shall include all genders.

1.4 Date for any Action

If any date on which any action is required to be taken under this Agreement is not a Business Day, such action shall be required to be taken on the next succeeding Business Day.

ARTICLE 2

SPECIAL VOTING SHARES

2.1 Issue and Ownership of the Special Voting Shares

(a) The Parent hereby issues to the Shareholder the Special Voting Shares to be hereafter held by the Shareholder for the use and benefit of the Shareholder and in accordance with the provisions of this Agreement. The Parent hereby acknowledges receipt from the Shareholder of good and valuable consideration (and the adequacy thereof) for the issuance of the Special Voting Shares by the Parent to the Shareholder.

(b) Subject to the terms and conditions of this Agreement, the Shareholder shall possess and be vested with full legal ownership of the Special Voting Shares and shall be entitled to exercise all of the rights and powers of an owner with respect to the Special Voting Shares provided that the Shareholder shall:

(i) hold the Special Voting Shares and the legal title thereto solely for the use and benefit of the Shareholder in accordance with the provisions of this Agreement; and

(ii) except as specifically authorized by this Agreement, have no power or authority to sell, transfer, vote or otherwise deal in or with the Special Voting Shares and the Special Voting Shares shall not be used or disposed of by the Shareholder for any purpose other than the purposes set out in this Agreement.

2.2 Legended Share Certificates

The ExchangeCo will cause each certificate representing any of the Exchangeable Shares to bear an appropriate legend notifying the Shareholder of its rights with respect to the exercise of the Voting Rights in respect of the Exchangeable Shares.

ARTICLE 3

EXERCISE OF VOTING RIGHTS

3.1 Voting Rights

The Shareholder, as the holder of record of the Special Voting Shares, shall be entitled to vote in person or by proxy the Special Voting Shares on any matters, questions, proposals or propositions whatsoever that may properly come before the holders of Parent Common Stock at a Parent Meeting or in connection with a Parent Consent (the “Voting Rights”).

3.2 Number of Votes

With respect to all meetings of stockholders of the Parent at which holders of the shares of the Parent Common Stock are entitled to vote (each, a “Parent Meeting”) and with respect to all written consents sought by the Parent from its stockholders including the holders of the Parent Common Stock (each, a “Parent Consent”), the Shareholder shall be entitled to cast and exercise one of the votes comprised in the Voting Rights for each Exchangeable Share owned of record by the Shareholder on the record date established by the Parent or by applicable law for any Parent Meeting or any Parent Consent, as the case may be (the “Votes”), in respect of each matter, question, proposal or proposition to be voted on at such Parent Meeting or in connection with such Parent Consent.

3.3 Copies of Stockholder Information

The Parent will deliver to the Shareholder copies of all materials (including notices of any Parent Meeting), information statements, reports (including without limitation, all interim and annual financial statements) and other written communications that, in each case, are to be distributed from time to time to holders of the Parent Common Stock at the same time as such materials are first sent to holders of the Parent Common Stock.

3.4 Other Materials

As soon as reasonably practicable after receipt by the Parent or stockholders of the Parent (if such receipt is known by the Parent) of any material sent or given by or on behalf of a third party to holders of the Parent Common Stock generally, including without limitation, dissident proxy and information circulars (and related information and material) and tender and exchange offer circulars (and related information and material), the Parent shall use its reasonable efforts to obtain and deliver to the Shareholder copies thereof.

3.5 Termination of Voting Rights

All of the rights of the Shareholder with respect to the Votes exercisable in respect of the Exchangeable Shares held by the Shareholder shall be deemed to be surrendered by the Shareholder to the Parent, and the Votes and Voting Rights shall cease immediately upon the delivery by the Shareholder of the certificates representing such Exchangeable Shares in connection with:

(a) the exercise by the Shareholder of the Exchange Right; or

(b) the occurrence of the automatic exchange of Exchangeable Shares for shares of the Parent Common Stock, as specified in Article 4,

unless, in either case, the Parent shall not have delivered the requisite shares of the Parent Common Stock issuable in exchange for the Exchangeable Shares to the Shareholder, or upon:

(c) the redemption of the Exchangeable Shares pursuant to Sections 6 or 7 of the Share Provisions;

(d) the effective date of the liquidation, dissolution or winding-up of the ExchangeCo pursuant to Section 5 of the Share Provisions; or

(e) the purchase of the Exchangeable Shares from the Shareholder by the ExchangeCo pursuant to the exercise by the ExchangeCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right.

ARTICLE 4

EXCHANGE RIGHT AND AUTOMATIC EXCHANGE

4.1 Grant and Ownership of the Exchange Right

The Parent hereby grants to the Shareholder for the use and benefit of the Shareholder the right (the “Exchange Right”), exercisable upon the occurrence and during the continuance of an Insolvency Event, to require the Parent to purchase from the Shareholder all or any part of the Exchangeable Shares held by the Shareholder and the Automatic Exchange Rights, all in accordance with the provisions of this Agreement. The Parent hereby acknowledges receipt from the Shareholder of good and valuable consideration (and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Rights by the Parent to the Shareholder. Subject to the terms and conditions of this Agreement, the Shareholder shall possess and be vested with full legal ownership of the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner with respect to the Exchange Right and the Automatic Exchange Rights, provided that the Shareholder shall:

(a) hold the Exchange Right and the Automatic Exchange Rights and the legal title thereto solely for the use and benefit of the Shareholder in accordance with the provisions of this Agreement; and

(b) except as specifically authorized by this Agreement, have no power or authority to exercise or otherwise deal in or with the Exchange Right or the Automatic Exchange Rights, and not exercise any such rights for any purpose other than the purposes of this Agreement.

4.2 Legended Share Certificates

The ExchangeCo will cause each certificate representing any of the Exchangeable Shares to bear an appropriate legend notifying the Shareholder of:

(a) its rights with respect to the exercise of the Exchange Right; and

(b) the Automatic Exchange Rights.

4.3 General Exercise of Exchange Right

The Exchange Right shall be and remain vested in and exercisable by the Shareholder.

4.4 Purchase Price

The purchase price payable by the Parent for each of the Exchangeable Shares to be purchased by the Parent under the Exchange Right shall be an amount per share equal to:

(a)	the Current Market Price of one share of the Parent Common Stock on the last Business Day prior to the day of closing of the purchase and sale of the Exchangeable Shares under the Exchange Right, which shall be satisfied in full by the Parent causing to be sent to such holder one share of the Parent Common Stock; plus
(b)	to the extent not paid by the ExchangeCo, an additional amount equivalent to the full amount of all declared and unpaid dividends on each of the Exchangeable Shares held by such holder on any dividend record date which occurred prior to the closing of the purchase and sale.

In connection with each exercise of the Exchange Right, the Parent shall provide to the Shareholder an Officers Certificate setting forth the calculation of the purchase price for each of the Exchangeable Shares. The purchase price for each of the Exchangeable Shares so purchased may be satisfied only by the Parent issuing and delivering or causing to be delivered to the Shareholder one share of the Parent Common Stock and on the applicable payment date a cheque for the balance, if any, of the purchase price without interest (but less any amounts withheld pursuant to Section 4.14).

4.5 Exercise Instructions

Subject to the terms and conditions herein set forth, the Shareholder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of the Shareholder on the books of the ExchangeCo. To cause the exercise of the Exchange Right, the Shareholder shall deliver to the Parent the certificates representing the Exchangeable Shares which such Shareholder desires Parent to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Canada Business Corporations Act and the articles of the ExchangeCo and such additional documents and instruments as the Parent or the ExchangeCo may reasonably require, together with:

(a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating:

(i) that the Shareholder exercises the Exchange Right so as to require the Parent to purchase from the Shareholder the number of the Exchangeable Shares specified therein;

(ii) that the Shareholder has good title to and owns all the Exchangeable Shares to be acquired by the Parent free and clear of all liens, claims, security interests, adverse claims and encumbrances;

(iii) the names in which the certificates representing the shares of the Parent Common Stock issuable in connection with the exercise of the Exchange Right are to be issued; and

(iv) the names and addresses of the Persons to whom such new certificates should be delivered; and

(b) payment (or evidence satisfactory to the ExchangeCo and the Parent of payment) of the taxes (if any) payable as contemplated by Section 4.8 of this Agreement.

If only a part of the Exchangeable Shares represented by any certificate or certificates are to be purchased by the Parent under the Exchange Right, a new certificate for the balance of the Exchangeable Shares shall be issued to the holder at the expense of the ExchangeCo.

4.6 Delivery of Parent Common Stock; Effect of Exercise

(a) Promptly after receipt of the certificates representing the Exchangeable Shares which the Shareholder desires the Parent to purchase under the Exchange Right, together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by Section 4.8 or evidence thereof), duly endorsed for transfer to the Parent, the Parent shall deliver or cause to be delivered to the Shareholder (or to such other Persons, if any, properly designated by the Shareholder) the number of shares of the Parent Common Stock issuable in connection with the exercise of the Exchange Right, and on the applicable payment date cheques for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 4.14), provided, however, that no such delivery shall be made unless and until the Shareholder shall have paid (or provided evidence satisfactory to the ExchangeCo and the Parent of the payment of) the taxes (if any) payable as contemplated by Section 4.8 of this Agreement.

(b) Immediately upon receipt of the certificates representing the Exchangeable Shares, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred and the Shareholder shall be deemed to have transferred to the Parent all of the Shareholder’s right, title and interest in and to such Exchangeable Shares, shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive its proportionate part of the total purchase price for such Exchangeable Shares (together with a cheque for the balance, if any, of the total purchase price therefor without interest (but less any amounts withheld pursuant to Section 4.14)).

(c) If the requisite number of shares of the Parent Common Stock is not allotted, issued and delivered by the Parent to the Shareholder within five Business Days of the date set out in Section 4.6(b), and cheque for the balance, if any, of the total purchase price for such Exchangeable Shares is not issued and delivered to the Shareholder on the applicable payment date, the rights of the Shareholder shall remain unaffected until such shares of the Parent Common Stock are so allotted, issued and delivered by the Parent and any such cheque is issued and delivered by the Parent.

(d) Concurrently with the Shareholder ceasing to be a holder of Exchangeable Shares, the Shareholder shall be considered and deemed for all purposes to be the holder of the shares of the Parent Common Stock delivered to it pursuant to the Exchange Right.

Exercise of Exchange Right Subsequent to Retraction

(a) In the event that the Shareholder has exercised its right under Section 6 of the Share Provisions to require the ExchangeCo to redeem any or all of the Exchangeable Shares held by the Shareholder (the “Retracted Shares”) and is notified by the ExchangeCo pursuant to Section 6(f) of the Share Provisions that the ExchangeCo will not be permitted as a result of solvency requirements of applicable law to redeem all such Retracted Shares, and provided that the ExchangeCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares and that the Shareholder has not revoked the retraction request delivered to the ExchangeCo pursuant to Section 6(a) of the Share Provisions, the retraction request will constitute and will be deemed to constitute notice from the Shareholder to the Parent for the exercise of the Exchange Right with respect to those Retracted Shares that the ExchangeCo is unable to redeem, and the Shareholder will exercise the Exchange Right with respect to the Retracted Shares that the ExchangeCo is not permitted to redeem.

(b) The ExchangeCo hereby agrees to immediately notify the Shareholder of the prohibition against the ExchangeCo redeeming all of the Retracted Shares, and will require the Parent to purchase such shares in accordance with the provisions of this Article 4.

4.8 Stamp or Other Transfer Taxes

Upon any sale of any of the Exchangeable Shares to the Parent pursuant to the Exchange Right or the Automatic Exchange Rights, the share certificate or certificates representing the shares of the Parent Common Stock to be delivered in connection with the payment of the total purchase price therefor shall be issued in the name of the Shareholder or in such names as the Shareholder may otherwise direct in writing without charge to the Shareholder; provided, however, that the Shareholder:

(a) shall pay (and neither of the Parent or the ExchangeCo shall be required to pay) any documentary, stamp, transfer or other taxes that may be payable in respect of any transfer involved in the issuance or delivery of such shares to a Person other than such Shareholder; or

(b) shall have evidenced to the satisfaction of the Parent and the ExchangeCo that such taxes, if any, have been paid.

4.9 Notice of Insolvency Event

As soon as practicable following the occurrence of an Insolvency Event or any event that with the giving of notice or the passage of time or both would be an Insolvency Event, the ExchangeCo and the Parent shall give written notice thereof to the Shareholder.

4.10 Qualification of Parent Common Stock

The Parent will in good faith expeditiously take all such reasonable actions and do all such reasonable things as are necessary or desirable to cause all shares of the Parent Common Stock to be delivered pursuant to the Exchange Right or the Automatic Exchange Rights to be listed, quoted or posted for trading on all stock exchanges and quotation systems on which the outstanding Parent Common Stock have been listed by the Parent and remain listed and are quoted or posted for trading at such time. The Shareholder acknowledges and agrees that none of the shares of the Parent Common Stock have been or will be registered under the United States Securities Act of 1933, as amended, (the “1933 Act”), or under any securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to any U.S. Person (as defined in Section 6.2), except in accordance with the provisions of Regulation S under the 1933 Act (“Regulation S”), pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only in accordance with applicable state, provincial and foreign securities laws. The Shareholder further acknowledges and agrees that the Parent has not undertaken, and will have no obligation, to register any of the shares of the Parent Common Stock under the 1933 Act or any other securities legislation.

4.11 Parent Common Stock

The Parent hereby represents, warrants and covenants that the shares of the Parent Common Stock issuable as described herein will be duly authorized and validly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance.

4.12 Prohibition on Voluntary Liquidation

The Parent covenants that it shall not take any action relating to a voluntary liquidation, dissolution or winding-up of the ExchangeCo or its successors, prior to the Redemption Date (as defined in the Share Provisions) unless prior to such liquidation, dissolution or winding-up the Parent shall have taken such actions to ensure that it is possible for the Shareholder to extend through to the Redemption Date (subject to the continuing effect of other provisions of this Agreement which may permit the redemption or other termination of the Exchangeable Shares prior to the Redemption Date) the deferral of any gain incurred by the Shareholder that would otherwise have been recognized at the effective time as a result of the consummation of the transactions contemplated by the Acquisition Agreement.

4.13 Automatic Exchange on Liquidation of the Parent

(a) The Parent will give the Shareholder notice of each of the following events at the time set forth below:

(i) in the event of any determination by the Board of Directors of the Parent to institute voluntary liquidation, dissolution or winding-up proceedings with respect to the Parent or to effect any other distribution of assets of the Parent among its shareholders for the purpose of winding up its affairs, at least 60 days prior to the proposed effective date of such liquidation, dissolution, winding-up or other distribution; and

(ii) as soon as practicable following the earlier of (A) receipt by the Parent of notice of, and (B) the Parent otherwise becoming aware of, any threatened or instituted claim, suit, petition or other proceedings with respect to the involuntary liquidation, dissolution or winding-up of the Parent or to effect any other distribution of assets of the Parent among its shareholders for the purpose of winding up its affairs, in each case where the Parent has failed to contest in good faith any such proceeding commenced in respect of the Parent within 30 days of becoming aware thereof,

each, a “Liquidation Event”.

(b) In order that the Shareholder will be able to participate on a pro rata basis with the holders of the Parent Common Stock in the distribution of assets of the Parent in connection with a Liquidation Event, on the fifth Business Day prior to the effective date (the “Liquidation Event Effective Date”) of a Liquidation Event all of the then outstanding Exchangeable Shares shall be automatically exchanged for shares of the Parent Common Stock. To effect such automatic exchange, the Parent shall purchase on the fifth Business Day prior to the Liquidation Event Effective Date each Exchangeable Share then outstanding and held by the Shareholder, and the Shareholder shall sell the Exchangeable Shares held by it at such time, for a total purchase price per share equal to:

(i) the Current Market Price of one share of the Parent Common Stock on the fifth Business Day prior to the Liquidation Event Effective Date, which shall be satisfied in full by the Parent issuing to the Shareholder one share of the Parent Common Stock; and

(ii) to the extent not paid by the ExchangeCo, an additional amount equivalent to the full amount of all declared and unpaid dividends on each such Exchangeable Share held by the Shareholder on any dividend record date which occurred prior to the date of the exchange.

(c) In connection with such automatic exchange, the Parent will provide to the Shareholder an Officers Certificate setting forth the calculation of the purchase price for each of the Exchangeable Shares.

(d) On the fifth Business Day prior to the Liquidation Event Effective Date, the closing of the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable Shares for shares of the Parent Common Stock shall be deemed to have occurred, and the Shareholder shall be deemed to have transferred to the Parent all of the Shareholder’s right, title and interest in and to the Shareholder’s Exchangeable Shares and shall cease to be a holder of such Exchangeable Shares and the Parent shall issue to the Shareholder the shares of the Parent Common Stock issuable upon the automatic exchange of Exchangeable Shares for shares of the Parent Common Stock and on the applicable payment date shall deliver to the Shareholder a cheque for the balance, if any, of the total purchase price for such Exchangeable Shares without interest but less any amounts withheld pursuant to Section 4.14. Concurrently with the Shareholder ceasing to be a holder of Exchangeable Shares, the Shareholder shall be considered and deemed for all purposes to be the holder of the shares of the Parent Common Stock issued pursuant to the automatic exchange of Exchangeable Shares for shares of the Parent Common Stock and the certificates held by the Shareholder previously representing the Exchangeable Shares exchanged by the Shareholder with the Parent pursuant to such automatic exchange shall thereafter be deemed to represent shares of the Parent Common Stock issued to the Shareholder by the Parent pursuant to such automatic exchange. Upon the request of the Shareholder and the surrender by the Shareholder of Exchangeable Share certificates deemed to represent shares of the Parent Common Stock, duly endorsed in blank and accompanied by such instruments of transfer as the Parent may reasonably require, the Parent shall deliver or cause to be delivered to the Shareholder certificates representing shares of the Parent Common Stock of which the Shareholder is the holder.

4.14 Withholding Rights

The Parent and the ExchangeCo shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to the Shareholder such amounts as the Parent or ExchangeCo is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to the Shareholder exceeds the cash portion of the consideration otherwise payable to the Shareholder, the Parent and the ExchangeCo are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to the Parent or the ExchangeCo, as the case may be, to enable it to comply with such deduction or withholding requirement and the Parent or the ExchangeCo shall notify the Shareholder thereof and remit to the Shareholder any unapplied balance of the net proceeds of such sale.

ARTICLE 5

FURTHER COVENANTS

5.1 Income Tax Returns and Reports

The Shareholder shall, to the extent necessary, prepare and file appropriate United States and Canadian income tax returns and any other returns or reports as may be required by applicable law and in connection therewith may obtain the advice of and assistance from such experts as the Shareholder may reasonably consider necessary or advisable.

5.2 Evidence and Authority to Shareholder

The Parent and/or the ExchangeCo shall furnish to the Shareholder evidence of compliance with the conditions provided for in this Agreement relating to any action or step required or permitted to be taken by the Parent and/or the ExchangeCo under this Agreement or as a result of any obligation imposed under this Agreement, including, without limitation, in respect of the Voting Rights or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Shareholder at the request of or on the application of the Parent and/or the ExchangeCo promptly if and when:

(a) such evidence is required by any other section of this Agreement to be furnished to the Shareholder in accordance with the terms of this Section 5.2; or

(b) the Shareholder, in the exercise of its rights, powers, duties and authorities under this Agreement, gives the Parent and/or the ExchangeCo written notice requiring it to furnish such evidence in relation to any particular action or obligation specified in such notice.

Such evidence shall consist of an Officers Certificate of the Parent and/or the ExchangeCo or a statutory declaration or a certificate made by Persons entitled to sign an Officers Certificate stating that any such condition has been complied with in accordance with the terms of this Agreement.

Whenever such evidence relates to a matter other than the Voting Rights or the Exchange Right or the Automatic Exchange Rights or the taking of any other action to be taken by the Shareholder at the request or on the application of the Parent and/or the ExchangeCo, and except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney, auditor, accountant, appraiser, valuer, engineer or other expert or any other Person whose qualifications give authority to a statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Parent and/or the ExchangeCo it shall be in the form of an Officers Certificate or a statutory declaration.

Each statutory declaration, Officers Certificate, opinion or report furnished to the Shareholder as evidence of compliance with a condition provided for in this Agreement shall include a statement by the Person giving the evidence:

(a) declaring that he has read and understands the provisions of this Agreement relating to the condition in question;

(b) describing the nature and scope of the examination or investigation upon which he based the statutory declaration, certificate, statement or opinion; and

(c) declaring that he has made such examination or investigation as he believes is necessary to enable him to make the statements or give the opinions contained or expressed therein.

ARTICLE 6

PARENT SUCCESSORS

6.1 Certain Requirements in Respect of Combination, etc.

The Parent shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any other Person or, in the case of a merger, of the continuing corporation resulting therefrom unless, but may do so if such other Person or continuing corporation (the “Parent Successor”), by operation of law, becomes, without more, bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto to evidence the assumption by the Parent Successor of liability for all moneys payable and property deliverable hereunder and the covenant of the Parent Successor to pay and deliver or cause to be delivered the same and its agreement to observe and perform all the covenants and obligations of the Parent under this Agreement.

6.2 Vesting of Powers in Successor

Whenever the conditions of Section 6.1 have been duly observed and performed, the Shareholder and, if required by Section 6.1, the Parent Successor and the ExchangeCo shall execute and deliver the supplemental agreement provided for in Article 7 and thereupon the Parent Successor shall possess and from time to time may exercise each and every right and power of the Parent under this Agreement in the name of the Parent or otherwise and any act or proceeding by any provision of this Agreement required to be done or performed by the Board of Directors of the Parent or any officers of the Parent may be done and performed with like force and effect by the directors or officers of such Parent Successor.

6.3 Wholly-Owned Subsidiaries

Nothing herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of the Parent with or into the Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of the Parent provided that all of the assets of such subsidiary are transferred to the Parent or another wholly-owned direct or indirect subsidiary of the Parent and any such transactions are expressly permitted by this Article 6.

ARTICLE 7

AMENDMENTS AND SUPPLEMENTAL AGREEMENTS

7.1 Amendments, Modifications, etc.

This Agreement may not be amended or modified except by an agreement in writing executed by the Parent, the ExchangeCo and the Shareholder, and approved in accordance with Section 9(b) of the Share Provisions.

7.2 Ministerial Amendments

Notwithstanding the provisions of Section 7.1, the parties to this Agreement may in writing, at any time and from time to time, amend or modify this Agreement for the purposes of:

(a) making such amendments or modifications not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board of Directors of each of the Parent, the ExchangeCo and the Shareholder, it may be expedient to make; or

(b) making such changes or corrections which, on the advice of counsel to the Parent, the ExchangeCo and the Shareholder, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

7.3 Changes in Capital of the Parent and the ExchangeCo

At all times after the occurrence of any event contemplated pursuant to Section 2.7 or 2.8 of the Exchangeable Share Support Agreement or otherwise, as a result of which either the shares of the Parent Common Stock or the Exchangeable Shares or both are in any way changed, this Agreement shall forthwith be amended and modified as necessary in order that it shall apply with full force and effect, mutatis mutandis, to all new securities into which the shares of the Parent Common Stock or the Exchangeable Shares or both are so changed and the parties hereto shall execute and deliver a supplemental agreement giving effect to and evidencing such necessary amendments and modifications.

7.4 Execution of Supplemental Agreements

No amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective unless made in writing and signed by all of the parties hereto. From time to time the ExchangeCo, the Parent and the Shareholder, all when authorized by a resolution of their respective Board of Directors, may, subject to the provisions of these presents, and they shall, when so directed by these presents, execute and deliver by their proper officers or other instruments supplemental hereto, which thereafter shall form part hereof, for any one or more of the following purposes:

(a) evidencing the succession of the Parent Successors and the covenants of and obligations assumed by each such Parent Successor in accordance with the provisions of Article 6 and Section 8.2;

(b) making any additions to, deletions from or alterations of the provisions of this Agreement or the Voting Rights, the Exchange Right or the Automatic Exchange Rights which are necessary or advisable in order to incorporate, reflect or comply with any legislation the provisions of which apply to the Parent, the ExchangeCo, the Shareholder or this Agreement; and

(c) for any other purposes not inconsistent with the provisions of this Agreement, including without limitation, to make or evidence any amendment or modification to this Agreement as contemplated hereby.

ARTICLE 8

TERMINATION AND ASSIGNMENT

8.1 Term

This Agreement shall continue until the earliest to occur of the following events:

(a) no outstanding Exchangeable Shares are held by the Shareholder;

(b) each of the Parent and the ExchangeCo elect in writing to terminate the Agreement and such termination is approved by the Shareholder in accordance with Section 9(b) of the Share Provisions; and

(c) 21 years from the date of this Agreement.

8.2 Assignment by Shareholder

This Agreement may not be assigned by the Shareholder without the prior written consent of the Parent and the ExchangeCo, not to be unreasonably withheld.

ARTICLE 9

GENERAL

9.1 Severability

If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby and the Agreement shall be carried out as nearly as possible in accordance with its original terms and conditions.

9.2 Enurement

This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns.

9.3 Notices to Parties

Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received (a) upon receipt when delivered by hand, or (b) two business days after sent by registered mail or by courier or express delivery service or by electronic transmission (email or facsimile), provided that in each case the notice or other communication is sent to the address, email address or facsimile telephone number set forth beneath the name of such party below (or to such other address, email address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto):

(a) if to the Parent or the ExchangeCo:

Quest Solution, Inc.

PO Box 22736

Eugene, OR 97402

Attn: Tom Miller

Email: tmiller@questsolution.com

with a copy (but not as notice) to:

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

Monarch Plaza, Suite 1600

3414 Peachtree Road, N.E.

Atlanta, GA 30326-1164

Attn.: Joseph R. Delgado, Esq.

Email: jdelgado@bakerdonelson.com

Fax: 678-406-8836

(b) if to the Shareholder:

8102 Route Transcanadienne

Montreal, Quebec H4S 1M5

Attn.: Gilles Gaudreault

Email: ggaudreault@viascanqdata.com

Fax : 514-956-0326

with a copy (but not as notice) to:

Martel, Cantin Lawyers

1010 Sherbrooke St. W, Suite 605

Montreal, Quebec, H3A 2R7

Attn.: Thierry L. Martel

Email: thierrymartel@martelcantin.ca

Fax: 514-844-2087

9.4 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

9.5 Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein (excluding any conflict of laws, rule or principle which might refer such construction to the laws of another jurisdiction) and shall be treated in all respects as a British Columbia contract. The parties hereto irrevocably attorn to the non-exclusive jurisdiction of the courts of British Columbia with respect to any matter arising hereunder or related thereto.

[Signature page follows]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

QUEST SOLUTION, INC.
Per:	/s/ Tom Miller
	Authorized Signatory
QUEST EXCHANGE LTD.
Per:	/s/ Tom Miller
	Authorized Signatory
VIASCAN GROUP INC.
Per:	/s/ Denis Kurdi
	Authorized Signatory

EX-10.5

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into as of October 1, 2015 (the “Effective Date”) by and between Quest Solution, Inc., a Delaware corporation (the “Company”), and Gilles Gaudreault, an individual (the “Executive”).

1. Duties and Responsibilities.

1.1 Position. Executive shall serve as the Company’s Chief Executive Officer, with such duties as are customarily associated with the position of a Chief Executive Officer for a public company. Notwithstanding the foregoing, Executive shall report to and perform the specific duties and responsibilities assigned to him by the Company’s Board of Directors.

1.2 Efforts; Other Activities. Executive agrees to devote his best efforts, attention and energies to advance the business and welfare of the Company, to render his services under this Agreement, on a full-time basis, fully, faithfully, diligently, competently and to the best of his ability. Nothing in this Agreement shall preclude Executive from conducting other business or holding official positions or directorships in other entities, the activities of which do not create a conflict of interest with the Company so long as such activities do not interfere with the performance of Executive’s duties to the Company.

1.3 Location; Travel. Executive shall be based at the Company’s Canadian corporate office in Montreal, Quebec, but Executive may be required to travel from time to time to other geographic locations in connection with the performance of his executive duties.

2. Agreement Term. Except as otherwise provided for herein, the initial term of employment by Executive shall commence on the Effective Date and continue for a period of two (2) years (the “Initial Term”), and automatically renew for successive additional one (1) year periods thereafter (each, a “Renewal Term”) (collectively, the “Term”), unless either party provides the other party with notice of termination no later than sixty (60) days before the end of the then-current Term. The parties agree that the Executive’s employment with the Company during the Term may, notwithstanding the provisions of this Agreement, be terminated by either Executive or the Company at any time, for any or no reason, with or without Cause (as defined below), and pursuant to the terms provided below.

3. Compensation and Benefits.

3.1 Base Salary. Executive’s initial base salary shall be Two Hundred Thousand ($200,000) (USD) per year (less applicable withholdings), which shall be payable in accordance with the Company’s standard payroll schedule (but in no event less frequent than on a monthly basis), together with such increases as may be approved by the Company’s Compensation Committee and Board of Director’s from time to time in its sole discretion. Such annual Base salary as increased from time to time shall be referred to herein as the “Base Salary.”

3.2 Bonus.

(a) Sign-On Bonus. Executive shall be eligible to receive a one-time signing bonus of 100,000 shares of the Company’s restricted common stock (the “Restricted Stock”), which shall vest on the one (1) year anniversary of the Effective Date of this Agreement.

(b) Performance Bonus. Executive shall receive 100% of his base salary as a one-time performance bonus at the end of the Company’s fiscal year 2016 if a 15% EBITDA for the Company is achieved for Quarters Q2, Q3, and Q4 2016 cumulative. If less than 75% of the EBITDA goal is attained, no bonus will be paid out; if 75 - 80% of the EBITDA goal is attained, 50% of the Performance Bonus will be paid; if 81 - 90% of the EBITDA goal is attained 75% of bonus will be paid; and if 91 - 100% of EBITDA plan is attained, 100% of performance bonus will be paid. EBITDA will be calculated at the conclusion of fiscal year 2016, by the Company’s independent accountants based on the Company’s annual financial statements, and confirmed by the Compensation Committee of the Board.

3.3 Paid Time Off. Executive shall receive four (4) weeks of paid time off (“PTO”) per calendar year, which amount shall accrue in accordance with and subject to any caps on accrual established by the Company’s vacation policy in effect from time to time for employees of the Company. In addition, Executive shall be entitled to paid time off for all holidays provided under the Company’s regular holiday schedule.

3.4 Group Benefit Plans; Individual Insurance. Executive shall, throughout the Employment Period, be eligible to participate in all of the group term life insurance plans, group health plans, accidental death and dismemberment plans, short-term disability programs, retirement plans, profit sharing plans or other plans (for which Executive qualifies) that are available to the executive officers of the Company as provided under the terms of such plans. Notwithstanding the foregoing, during the Employment Period, the Company shall also pay the premiums for Executive’s existing long-term disability plan with AICPA, but may replace such plan in the future with a similar long-term disability plan, with Executive’s consent. With respect to any of the foregoing benefits, Executive may elect to receive the cash value of the premiums the Company would otherwise pay as additional compensation.

3.5 Withholdings. The Company shall deduct and withhold from any compensation payable to Executive hereunder (including but not limited to, any payments or benefits under this Section 3 and any payments or benefits under Section 5), any and all applicable Federal and Provincial income and employment withholding taxes and any other amounts the Company determines are required to be deducted or withheld by the Company under applicable statutes, regulations, ordinances or orders governing or requiring the withholding or deduction of amounts otherwise payable as compensation or wages to employees.

4. Expense Reimbursement. During the Employment Period, Executive shall be entitled, in accordance with the reimbursement policies in effect from time to time, to receive reimbursement from the Company for reasonable business expenses incurred by Executive in the performance of Executive’s duties hereunder, provided Executive furnishes the Company with vouchers, receipts and other details of such expenses in the form required by the Company sufficient to substantiate a deduction for such business expenses under all applicable rules and regulations of federal and state taxing authorities.

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5. Termination of Employment. During the Employment Period, the Executive’s employment with the Company shall be at-will and may be terminated by either the Company or Executive at any time, and for any reason, subject to the provisions of this paragraph. Upon such termination, Executive (or, in the case of Executive’s death, Executive’s estate and beneficiaries) shall have no further rights to any other compensation or benefits from the Company on or after the termination of employment except as follows:

5.1 Separation Benefits. In the event the Company terminates Executive’s employment with the Company prior to the expiration of the Employment Period for any reason or in the event the Executive resigns from the Company voluntarily, then the Company shall pay to Executive the following: (i) Executive’s unpaid Base Salary that has been earned through the termination date of Executive’s employment (the “Termination Date”); (ii) Executive’s accrued but unused vacation; (iii) any accrued but unpaid expenses pursuant to Section 4 above, (iv) such vested accrued benefits, and other benefits and/or payments, if any, as to which the Executive (and his eligible dependents) may be entitled under, and in accordance with the terms and conditions of, the employee benefit arrangements, plans and programs of the Company as of the Termination Date, but not including any severance pay plan; and (v) any other payments as may be required under applicable law. The benefits provided under subsections (i) through (v) of this Section 5.1 are collectively referred to as the “Separation Benefits.”

5.2 Termination without Cause or Resignation for Good Reason.

(a) Termination Benefits. In the event the Executive voluntarily resigns for Good Reason (as defined below) or the Company terminates Executive’s employment for any reason other than for Cause (as defined below), then the Company shall pay to the Executive the following compensation and benefits (the “Termination Benefits”), subject to the conditions set forth in Section 6, which Termination Benefits shall be in addition to the Separation Benefits set forth in Section 5.1:

(i) Severance Payment. A lump sum payment equal to the greater of (A) the unpaid Base Salary, at the rate in effect on the Termination Date, that otherwise would have been earned by the Executive if he remained employed through the end of the then-current Term, or (B) one (1) year of Base Salary, at the rate in effect on the Termination Date, subject however to applicable Quebec law. The lump sum payment required by this Section shall be paid no later than thirty (30) days following the Termination Date.

(b) Definition of Cause. For purposes of this Agreement, “Cause” shall mean any of the following: (i) Executive’s misappropriation of the Company’s funds or property, or any attempt by Executive to secure any personal profit related to the business or business opportunities of the Company without the informed, written approval of the Audit Committee of the Company’s Board of Directors; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company (or any parent or subsidiary of the Company); (iii) Executive’s failure to perform, or continuing neglect in the performance of, duties lawfully assigned to Executive by the Company’s Board of Directors, provided that the Company shall have provided Executive with written notice of such failure or neglect and the Executive has been afforded at least ten (10) business days to cure such failure or neglect; (iv) Executive’s conviction of, or plea of nolo contendre (no contest) to, any felony or misdemeanor involving moral turpitude or fraud, or of any other crime involving material harm to the standing or reputation of the Company; (v) any other willful misconduct by Executive that the Board determines in good faith has had a material adverse effect upon the business or reputation of the Company; (vi) any other material breach or violation by the Executive of this Agreement, the Company’s written code of conduct, or other written policy of the Company; provided, however, that the Company shall have provided the Executive with written notice that such actions are occurring and the Executive has been afforded at least ten (10) business days to cure; and (vii) any other reason recognized by Quebec law. Notwithstanding the foregoing, in subparagraphs (iii) and (vi), (A) the cure period shall not apply to violations of the Company’s code of conduct or prohibition against unlawful harassment, and (B) such cure period shall only apply to breaches, violations, failures or neglect that in the Board’s sole judgment are capable of or amenable to such cure.

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(c) Definition of Good Reason. For the purposes of this Agreement, “Good Reason” shall mean Executive’s voluntary resignation upon any of the following events without Executive’s written consent: (i) a material reduction in the Executive’s authority, duties or responsibilities (and not simply a change in title or reporting relationships); (ii) a material reduction by the Company in the Executive’s compensation (for avoidance of doubt, a ten percent (10%) reduction in the Executive’s Base Salary shall constitute a material reduction in Executive’s compensation); (iii) any breach by the Company of its obligations under this Agreement that results in a material negative change to Executive; or (iv) the failure of any buyer or acquirer of the Company in a change of control to assume the Company’s obligations hereunder. Notwithstanding the foregoing, “Good Reason” shall only be found to exist if the Executive provides written notice (each, a “Good Reason Notice”) to the Company identifying and describing the event resulting in Good Reason within ninety (90) days of the initial existence of such event, the Company does not cure such event within thirty (30) days following receipt of the Good Reason Notice from the Executive and the Executive terminates his employment during the ninety (90)-day period beginning thirty (30) days after the Executive’s delivery of the Good Reason Notice.

5.3 Treatment of Restricted Stock Upon Termination. Except as otherwise set forth herein, in the event that the Executive’s employment is: (a) terminated either (i) by the Company, for Cause, or (ii), by the Executive, without Good Reason, prior to the one (1) year anniversary of the Effective Date, then Executive shall not be entitled to the receipt or payment of any Restricted Stock; or (b) terminated either (x) by the Company, without Cause, or (y) by the Executive, for Good Reason, prior to the one (1) year anniversary of the Effective Date, then Executive shall be entitled to the payment and receipt of all Restricted Stock, without any further vesting requirement.

6. Confidentiality, Non-Solicitation; Non-Disparagement and Cooperation.

6.1 Confidentiality. The Company and the Executive acknowledge that the services to be performed by the Executive under this Agreement are unique and extraordinary and, as a result of such employment, the Executive shall be in possession of Confidential Information relating to the business practices of the Company and its subsidiaries and affiliates (collectively, the “Company Group”). The term “Confidential Information” shall mean any and all information (oral and written) relating to the Company Group, or any of their respective activities, or of the clients, customers, acquisition targets, investment models or business practices of the Company Group, other than such information which (i) is generally available to the public or within the relevant trade or industry, other than as the result of breach of the provisions of this Section, or (ii) the Executive is required to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process of law. The Executive shall not, during his employment nor at any time thereafter (except as may be required in the course of the performance of his duties hereunder and except with respect to any litigation or arbitration involving this Agreement, including the enforcement hereof), directly or indirectly, use, communicate, disclose or disseminate to any person, firm or corporation any Confidential Information acquired by the Executive during, or as a result of, his employment with the Company, without the prior written consent of the Company. The confidentiality obligations contained in this Section 6.1 shall be in addition to any other confidentiality agreement entered into between the Company and Executive, including the proprietary information and invention assignment agreement to be signed by Executive as per the Company’s policy with respect to all employees.

6.2 Non-Disparagement. At no time during or within three (3) years after Executive’s cessation of employment for any reason shall the Executive, directly or indirectly, disparage the Company Group or any of the Company Group’s past or present employees, officers, directors, attorneys, products or services. Notwithstanding the foregoing, nothing in this Section shall prevent the Executive from making any truthful statement to the extent (a) necessary to rebut any untrue public statements made about him; (b) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement; (c) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with jurisdiction over such person; or (d) made as good faith competitive statements in the ordinary course of business.

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6.3 Cooperation. Upon the receipt of reasonable notice from the Company (including from the Company’s outside counsel), the Executive agrees that while employed by the Company and thereafter, the Executive will respond and provide information with regard to matters of which the Executive has knowledge as a result of the Executive’s employment with the Company, and will provide reasonable assistance to the Company Group and their respective representatives in defense of any claims that may be made against the Company Group (or any member thereof), and will provide reasonable assistance to the Company Group in the prosecution of any claims that may be made by the Company Group (or any member thereof), to the extent that such claims may relate to matters related to the Executive’s period of employment with the Company (or any predecessors). If the Executive is required to provide any services pursuant to this Section following the cessation of his employment, then the Company: (i) shall promptly compensate the Executive for all time actually incurred in these activities at an hourly rate of pay equal to the Executive’s most recent annual Base Salary divided by 2080 hours; and (ii) shall promptly reimburse the Executive for reasonable out-of-pocket travel, lodging, communication and duplication expenses incurred in connection with the performance of such services and in accordance with the Company’s business expense reimbursement policies.

6.4 Injunctive Relief; Interpretation. Without intending to limit the remedies available to the Company, the Executive acknowledges that a breach of any of the covenants contained in Section 6 may result in the material and irreparable injury to the Company, or their respective affiliates or subsidiaries, for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such breach or threat, the Company shall be entitled to a temporary restraining order and/or a preliminary or permanent injunction restraining the Executive from engaging in activities prohibited by Section 6. If for any reason it is held that the restrictions under this Section 6 are not reasonable or that consideration therefor is inadequate, such restrictions shall be interpreted or modified to include as much of the duration or scope of identified in this Section as will render such restrictions valid and enforceable.

6.5 Return of Company Property. Upon the cessation of Executive’s employment for any reason whatsoever, all Company Group property that is in the possession of the Executive shall be promptly returned to the Company, including, without limitation, all documents, records, notebooks, equipment, price lists, specifications, programs, customer and prospective customer lists, supplier lists and any other materials that contain Confidential Information which are in the possession of the Executive, including all copies thereof whether in electronic or paper form. Anything to the contrary notwithstanding, the Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Company.

7. Miscellaneous.

7.1 Notices. Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Company at its principal Canadian corporate office to the attention of the Secretary, and to the Executive at the address last reflected on the Company’s payroll records, or such other address as either party may hereafter designate in writing to the other. Any such notice shall be delivered in person or shall be enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by Canada Post. Any such notice shall be deemed given only when received, but if the Executive is no longer employed by the Company or a subsidiary, such notice shall be deemed to have been duly given five (5) business days after the date mailed in accordance with the foregoing provisions of this Section.

7.2 Severability. Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

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7.3 Binding Effect; Benefits. The Executive may not delegate his duties or assign his rights hereunder. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

7.4 Entire Agreement. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and shall supersede any and all previous agreements, arrangements or understandings between the Company and the Executive. This Agreement may be amended at any time by mutual written agreement of the parties hereto. In the case of any conflict between any express term of this Agreement and any statement contained in any plan, program, arrangement, employment manual, memo or rule of general applicability of the Company, this Agreement shall control.

7.5 Governing Law and Jurisdiction. This Agreement and the performance of the parties hereunder shall be governed by the laws of the Province of Quebec and applicable laws of Canada, and shall be interpreted in conformity with same. The parties agree that the courts of the Province of Quebec have exclusive jurisdiction on any questions and differences between the parties in regards to the present Agreement and the parties irrevocably commit themselves to their competence.

7.6 Remedies. All rights and remedies provided pursuant to this Agreement or by law shall be cumulative, and no such right or remedy shall be exclusive of any other. A party may pursue any one or more rights or remedies hereunder or may seek damages or specific performance in the event of another party’s breach hereunder or may pursue any other remedy by law or equity, whether or not stated in this Agreement.

7.7 Survivorship. Except as otherwise expressly set forth in this Agreement, the respective rights and obligations of the parties shall survive Executive’s cessation of employment to the extent necessary to carry out the intentions of the parties as embodied in this Agreement. This Agreement shall continue in effect until there are no further rights or obligations of the parties outstanding hereunder and shall not be terminated by either party without the express prior written consent of both parties, except as otherwise expressly set forth in this Agreement.

7.8 No Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate as, or be construed as, a waiver of any later breach of that provision.

7.9 Taxes. Except as otherwise specifically provided herein, each party agrees to be responsible for its own taxes and penalties.

7.10 Counterparts. This Agreement may be executed in counterparts (including by fax or pdf) which, when taken together, shall constitute one and the same agreement of the parties.

7.11 Representation of Executive. Executive represents and warrants to the Company that Executive read and understands this Agreement, has had the opportunity to consult with independent counsel of his choice prior to agreeing to the terms of this Agreement and is entering into the agreement, knowingly, willingly and voluntarily. The parties agree that this Agreement shall not be construed for or against either party in any interpretation thereof.

7.12 Language of Agreement. The parties to these presents agree that this Agreement be drafted in English. Les parties aux présentes consentent à ce que le present contrat soit rédigé en anglais.

[End of Text - Signature page follows]

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IN WITNESS WHEREOF, the undersigned have executed this Employment Agreement as of the date first above written.

QUEST SOLUTION, INC.
By:	/s/ Tom Miller
Name:	Tom Miller
Title:	Chief Executive Officer
EXECUTIVE
By:	/s/ Gilles Gaudreault
	Gilles Gaudreault

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EX-10.6

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into as of October 1, 2015 (the “Effective Date”) by and between Quest Solution, Inc., a Delaware corporation (the “Company”), and Jean-Paul Chartier, an individual (the “Executive”).

1. Duties and Responsibilities.

1.1 Position. Executive shall serve as the Company’s Vice President of Manufacturing and Director of Integration, with such duties as are customarily associated with the position of a Vice President of Manufacturing and Director of Integration for a public company. Notwithstanding the foregoing, Executive shall report to and perform the specific duties and responsibilities assigned to him by the Company’s Chief Executive Officer.

1.2 Efforts; Other Activities. Executive agrees to devote his best efforts, attention and energies to advance the business and welfare of the Company, to render his services under this Agreement, on a full-time basis, fully, faithfully, diligently, competently and to the best of his ability. Nothing in this Agreement shall preclude Executive from conducting other business or holding official positions or directorships in other entities, the activities of which do not create a conflict of interest with the Company so long as such activities do not interfere with the performance of Executive’s duties to the Company.

1.3 Location; Travel. Executive shall be based in the Company’s Canadian corporate office in Montreal, Quebec, but Executive may be required to travel from time to time to other geographic locations in connection with the performance of his executive duties.

2. Agreement Term. Except as otherwise provided for herein, the initial term of employment by Executive shall commence on the Effective Date and continue for a period of one (1) year thereafter (the “Initial Term”), and automatically renew for successive additional one (1) year periods (each, a “Renewal Term”) (collectively, the “Term”), unless either party provides the other party with notice of termination no later than sixty (60) days before the end of the then-current Term. The parties agree that the Executive’s employment with the Company during the Term may, notwithstanding the provisions of this Agreement, be terminated by either Executive or the Company at any time, for any or no reason, with or without Cause (as defined below), and pursuant to the terms provided below.

3. Compensation and Benefits.

3.1 Base Salary. Executive’s initial base salary shall be One Hundred Eighty Thousand ($180,000) (USD) per year (less applicable withholdings), which shall be payable in accordance with the Company’s standard payroll schedule (but in no event less frequent than on a monthly basis), together with such increases as may be approved by the Company’s Compensation Committee and Board of Director’s from time to time in its sole discretion. Such annual base salary as increased from time to time shall be referred to herein as the “Base Salary.”

3.2 Bonus.

(a) Sign-On Bonus. Executive shall be eligible to receive a one-time signing bonus of 150,000 shares of the Company’s restricted common stock (the “Restricted Stock”), which shall vest on the one (1) year anniversary of the Effective Date of this Agreement.

3.3 Paid Time Off. Executive shall receive four (4) weeks of paid time off (“PTO”) per calendar year, which amount shall accrue in accordance with and subject to any caps on accrual established by the Company’s vacation policy in effect from time to time for employees of the Company. In addition, Executive shall be entitled to paid time off for all holidays provided under the Company’s regular holiday schedule.

3.4 Group Benefit Plans; Individual Insurance. Executive shall, throughout the Employment Period, be eligible to participate in all of the group term life insurance plans, group health plans, accidental death and dismemberment plans, short-term disability programs, retirement plans, profit sharing plans or other plans (for which Executive qualifies) that are available to the executive officers of the Company as provided under the terms of such plans. Notwithstanding the foregoing, during the Employment Period, the Company shall also pay the premiums for Executive’s existing long-term disability plan with AICPA, but may replace such plan in the future with a similar long-term disability plan, with Executive’s consent. With respect to any of the foregoing benefits, Executive may elect to receive the cash value of the premiums the Company would otherwise pay as additional compensation.

3.5 Withholdings. The Company shall deduct and withhold from any compensation payable to Executive hereunder (including but not limited to, any payments or benefits under this Section 3 and any payments or benefits under Section 5), any and all applicable Federal and Provincial income and employment withholding taxes and any other amounts the Company determines are required to be deducted or withheld by the Company under applicable statutes, regulations, ordinances or orders governing or requiring the withholding or deduction of amounts otherwise payable as compensation or wages to employees.

4. Expense Reimbursement. During the Employment Period, Executive shall be entitled, in accordance with the reimbursement policies in effect from time to time, to receive reimbursement from the Company for reasonable business expenses incurred by Executive in the performance of Executive’s duties hereunder, provided Executive furnishes the Company with vouchers, receipts and other details of such expenses in the form required by the Company sufficient to substantiate a deduction for such business expenses under all applicable rules and regulations of federal and state taxing authorities.

5. Termination of Employment. During the Employment Period, the Executive’s employment with the Company may be terminated by either the Company or Executive at any time, and for any reason, subject to the provisions of this paragraph. Upon such termination, Executive (or, in the case of Executive’s death, Executive’s estate and beneficiaries) shall have no further rights to any other compensation or benefits from the Company on or after the termination of employment except as follows:

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5.1 Separation Benefits. In the event the Company terminates Executive’s employment with the Company prior to the expiration of the Employment Period for any reason or in the event the Executive resigns from the Company voluntarily, then the Company shall pay to Executive the following: (i) Executive’s unpaid Base Salary that has been earned through the termination date of Executive’s employment (the “Termination Date”); (ii) Executive’s accrued but unused vacation; (iii) any accrued but unpaid expenses pursuant to Section 4 above, (iv) such vested accrued benefits, and other benefits and/or payments, if any, as to which the Executive (and his eligible dependents) may be entitled under, and in accordance with the terms and conditions of, the employee benefit arrangements, plans and programs of the Company as of the Termination Date, but not including any severance pay plan; and (v) any other payments as may be required under applicable law. The benefits provided under subsections (i) through (v) of this Section 5.1 are collectively referred to as the “Separation Benefits.”

5.2 Termination without Cause or Resignation for Good Reason.

(a) Termination Benefits. In the event the Executive voluntarily resigns for Good Reason (as defined below) or the Company terminates Executive’s employment for any reason other than for Cause (as defined below), then the Company shall pay to the Executive the following compensation and benefits (the “Termination Benefits”), subject to the conditions set forth in Section 6, which Termination Benefits shall be in addition to the Separation Benefits set forth in Section 5.1:

(i) Severance Payment. A lump sum payment equal to the greater of the unpaid Base Salary, at the rate in effect on the Termination Date, that otherwise would have been earned by the Executive if he remained employed through the end of the Initial Term. Executive is not entitled to receive a severance payment after the end of the Initial Term, subject however to applicable Quebec law. The lump sum payment required by this Section shall be paid no later than thirty (30) days following the Termination Date.

(b) Definition of Cause. For purposes of this Agreement, “Cause” shall mean any of the following: (i) Executive’s misappropriation of the Company’s funds or property, or any attempt by Executive to secure any personal profit related to the business or business opportunities of the Company without the informed, written approval of the Audit Committee of the Company’s Board of Directors; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company (or any parent or subsidiary of the Company); (iii) Executive’s failure to perform, or continuing neglect in the performance of, duties lawfully assigned to Executive by the Company’s Board of Directors, provided that the Company shall have provided Executive with written notice of such failure or neglect and the Executive has been afforded at least ten (10) business days to cure such failure or neglect; (iv) Executive’s conviction of, or plea of nolo contendre (no contest) to, any felony or misdemeanor involving moral turpitude or fraud, or of any other crime involving material harm to the standing or reputation of the Company; (v) any other willful misconduct by Executive that the Board determines in good faith has had a material adverse effect upon the business or reputation of the Company; (vi) any other material breach or violation by the Executive of this Agreement, the Company’s written code of conduct, or other written policy of the Company; provided, however, that the Company shall have provided the Executive with written notice that such actions are occurring and the Executive has been afforded at least ten (10) business days to cure; and (vii) any other reason recognized by Quebec law. Notwithstanding the foregoing, in subparagraphs (iii) and (vi), (A) the cure period shall not apply to violations of the Company’s code of conduct or prohibition against unlawful harassment, and (B) such cure period shall only apply to breaches, violations, failures or neglect that in the Board’s sole judgment are capable of or amenable to such cure.

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(c) Definition of Good Reason. For the purposes of this Agreement, “Good Reason” shall mean Executive’s voluntary resignation upon any of the following events without Executive’s written consent: (i) a material reduction in the Executive’s authority, duties or responsibilities (and not simply a change in title or reporting relationships); (ii) a material reduction by the Company in the Executive’s compensation (for avoidance of doubt, a ten percent (10%) reduction in the Executive’s Base Salary shall constitute a material reduction in Executive’s compensation); (iii) any breach by the Company of its obligations under this Agreement that results in a material negative change to Executive; or (iv) the failure of any buyer or acquirer of the Company in a change in control to assume the Company’s obligations hereunder. Notwithstanding the foregoing, “Good Reason” shall only be found to exist if the Executive provides written notice (each, a “Good Reason Notice”) to the Company identifying and describing the event resulting in Good Reason within ninety (90) days of the initial existence of such event, the Company does not cure such event within thirty (30) days following receipt of the Good Reason Notice from the Executive and the Executive terminates his employment during the ninety (90)-day period beginning thirty (30) days after the Executive’s delivery of the Good Reason Notice.

5.3 Treatment of Restricted Stock Upon Termination. Except as otherwise set forth herein, in the event that the Executive’s employment is: (a) terminated either (i) by the Company, for Cause, or (ii), by the Executive, without Good Reason, prior to the one (1) year anniversary of the Effective Date, then Executive shall not be entitled to the receipt or payment of any Restricted Stock; or (b) terminated either (x) by the Company, without Cause, or (y) by the Executive, for Good Reason, prior to the one (1) year anniversary of the Effective Date, then Executive shall be entitled to the payment and receipt of all Restricted Stock, without any further vesting requirement.

6. Confidentiality, Non-Solicitation; Non-Disparagement and Cooperation.

6.1 Confidentiality. The Company and the Executive acknowledge that the services to be performed by the Executive under this Agreement are unique and extraordinary and, as a result of such employment, the Executive shall be in possession of Confidential Information relating to the business practices of the Company and its subsidiaries and affiliates (collectively, the “Company Group”). The term “Confidential Information” shall mean any and all information (oral and written) relating to the Company Group, or any of their respective activities, or of the clients, customers, acquisition targets, investment models or business practices of the Company Group, other than such information which (i) is generally available to the public or within the relevant trade or industry, other than as the result of breach of the provisions of this Section, or (ii) the Executive is required to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process of law. The Executive shall not, during his employment nor at any time thereafter (except as may be required in the course of the performance of his duties hereunder and except with respect to any litigation or arbitration involving this Agreement, including the enforcement hereof), directly or indirectly, use, communicate, disclose or disseminate to any person, firm or corporation any Confidential Information acquired by the Executive during, or as a result of, his employment with the Company, without the prior written consent of the Company. The confidentiality obligations contained in this Section 6.1 shall be in addition to any other confidentiality agreement entered into between the Company and Executive, including the proprietary information and invention assignment agreement to be signed by Executive as per the Company’s policy with respect to all employees.

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6.2 Non-Disparagement. At no time during or within three (3) years after Executive’s cessation of employment for any reason shall the Executive, directly or indirectly, disparage the Company Group or any of the Company Group’s past or present employees, officers, directors, attorneys, products or services. Notwithstanding the foregoing, nothing in this Section shall prevent the Executive from making any truthful statement to the extent (a) necessary to rebut any untrue public statements made about him; (b) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement; (c) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with jurisdiction over such person; or (d) made as good faith competitive statements in the ordinary course of business.

6.3 Cooperation. Upon the receipt of reasonable notice from the Company (including from the Company’s outside counsel), the Executive agrees that while employed by the Company and thereafter, the Executive will respond and provide information with regard to matters of which the Executive has knowledge as a result of the Executive’s employment with the Company, and will provide reasonable assistance to the Company Group and their respective representatives in defense of any claims that may be made against the Company Group (or any member thereof), and will provide reasonable assistance to the Company Group in the prosecution of any claims that may be made by the Company Group (or any member thereof), to the extent that such claims may relate to matters related to the Executive’s period of employment with the Company (or any predecessors). If the Executive is required to provide any services pursuant to this Section following the cessation of his employment, then the Company: (i) shall promptly compensate the Executive for all time actually incurred in these activities at an hourly rate of pay equal to the Executive’s most recent annual Base Salary divided by 2080 hours; and (ii) shall promptly reimburse the Executive for reasonable out-of-pocket travel, lodging, communication and duplication expenses incurred in connection with the performance of such services and in accordance with the Company’s business expense reimbursement policies.

6.4 Injunctive Relief; Interpretation. Without intending to limit the remedies available to the Company, the Executive acknowledges that a breach of any of the covenants contained in Section 6 may result in the material and irreparable injury to the Company, or their respective affiliates or subsidiaries, for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such breach or threat, the Company shall be entitled to a temporary restraining order and/or a preliminary or permanent injunction restraining the Executive from engaging in activities prohibited by Section 6. If for any reason it is held that the restrictions under this Section 6 are not reasonable or that consideration therefor is inadequate, such restrictions shall be interpreted or modified to include as much of the duration or scope of identified in this Section as will render such restrictions valid and enforceable.

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6.5 Return of Company Property. Upon the cessation of Executive’s employment for any reason whatsoever, all Company Group property that is in the possession of the Executive shall be promptly returned to the Company, including, without limitation, all documents, records, notebooks, equipment, price lists, specifications, programs, customer and prospective customer lists, supplier lists and any other materials that contain Confidential Information which are in the possession of the Executive, including all copies thereof whether in electronic or paper form. Anything to the contrary notwithstanding, the Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Company.

7. Miscellaneous.

7.1 Notices. Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Company at its principal Canadian corporate office to the attention of the Secretary, and to the Executive at the address last reflected on the Company’s payroll records, or such other address as either party may hereafter designate in writing to the other. Any such notice shall be delivered in person or shall be enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by Canada Post. Any such notice shall be deemed given only when received, but if the Executive is no longer employed by the Company or a subsidiary, such notice shall be deemed to have been duly given five (5) business days after the date mailed in accordance with the foregoing provisions of this Section.

7.2 Severability. Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

7.3 Binding Effect; Benefits. The Executive may not delegate his duties or assign his rights hereunder. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

7.4 Entire Agreement. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and shall supersede any and all previous agreements, arrangements or understandings between the Company and the Executive. This Agreement may be amended at any time by mutual written agreement of the parties hereto. In the case of any conflict between any express term of this Agreement and any statement contained in any plan, program, arrangement, employment manual, memo or rule of general applicability of the Company, this Agreement shall control.

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7.5 Governing Law and Jurisdiction. This Agreement and the performance of the parties hereunder shall be governed by the laws of the Province of Quebec and applicable laws of Canada, and shall be interpreted in conformity with same. The parties agree that the courts of the Province of Quebec have exclusive jurisdiction on any questions and differences between the parties in regards to the present Employment Agreement and the parties irrevocably commit themselves to their competence.

7.6 Remedies. All rights and remedies provided pursuant to this Agreement or by law shall be cumulative, and no such right or remedy shall be exclusive of any other. A party may pursue any one or more rights or remedies hereunder or may seek damages or specific performance in the event of another party’s breach hereunder or may pursue any other remedy by law or equity, whether or not stated in this Agreement.

7.7 Survivorship. Except as otherwise expressly set forth in this Agreement, the respective rights and obligations of the parties shall survive Executive’s cessation of employment to the extent necessary to carry out the intentions of the parties as embodied in this Agreement. This Agreement shall continue in effect until there are no further rights or obligations of the parties outstanding hereunder and shall not be terminated by either party without the express prior written consent of both parties, except as otherwise expressly set forth in this Agreement.

7.8 No Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate as, or be construed as, a waiver of any later breach of that provision.

7.9 Taxes. Except as otherwise specifically provided herein, each party agrees to be responsible for its own taxes and penalties.

7.10 Counterparts. This Agreement may be executed in counterparts (including by fax or pdf) which, when taken together, shall constitute one and the same agreement of the parties.

7.11 Representation of Executive. Executive represents and warrants to the Company that Executive read and understands this Agreement, has had the opportunity to consult with independent counsel of his choice prior to agreeing to the terms of this Agreement and is entering into the agreement, knowingly, willingly and voluntarily. The parties agree that this Agreement shall not be construed for or against either party in any interpretation thereof.

7.12 Language of Agreement. The parties to these presents agree that this Agreement be drafted in English. Les parties aux présentes consentent à ce que le present contrat soit rédigé en anlais.

[End of Text - Signature page follows]

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EX-10.7

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into as of October 1, 2015 (the “Effective Date”) by and between Quest Solution, Inc., a Delaware corporation (the “Company”), and Denis Kurdi, an individual (the “Executive”).

1. Duties and Responsibilities.

1.1 Position. Executive shall serve as the Company’s Vice President Printers and Media, with such duties as are customarily associated with the position of a Vice President Printers and Media for a public company. Notwithstanding the foregoing, Executive shall report to and perform the specific duties and responsibilities assigned to him by the Company’s President.

1.2 Efforts; Other Activities. Executive agrees to devote his best efforts, attention and energies to advance the business and welfare of the Company to render his services under this Agreement, on a full-time basis, fully, faithfully, diligently, competently and to the best of his ability. Nothing in this Agreement shall preclude Executive from conducting other business or holding official positions or directorships in other entities, the activities of which do not create a conflict of interest with the Company so long as such activities do not interfere with the performance of Executive’s duties to the Company.

1.3 Location; Travel. Executive shall be based at the Company’s Canadian corporate office located in Montreal, Quebec, but Executive may be required to travel from time to time to other geographic locations in connection with the performance of his executive duties.

2. Agreement Term. Except as otherwise provided for herein, the initial term of employment by Executive shall commence on the Effective Date and continue for a period of two (2) years thereafter (the “Initial Term”), and automatically renew for successive additional one (1) year periods (each, a “Renewal Term”) (collectively, the “Term”), unless either party provides the other party with notice of termination no later than sixty (60) days before the end of the then-current Term. The parties agree that the Executive’s employment with the Company during the Term may be terminated by either Executive or the Company at any time, for any or no reason, with or without Cause (as defined below), and pursuant to the terms provided below.

3. Compensation and Benefits.

3.1 Base Salary. Executive’s initial base salary shall be One Hundred Fifty Thousand ($150,000) per year (USD) (less applicable withholdings), which shall be payable in accordance with the Company’s standard payroll schedule (but in no event less frequent than on a monthly basis), together with such increases as may be approved by the Company’s Compensation Committee and Board of Director’s from time to time in its sole discretion. Such annual base salary as increased from time to time shall be referred to herein as the “Base Salary.”

3.2 Bonus.

(a) Performance Bonus. Bonus to Executive will be determined on an annual basis by the Board of Directors of the Company (the “Board”) and the Compensation Committee of the Board (the “Compensation Committee”).

3.3 Paid Time Off. Executive shall receive four (4) weeks of paid time off (“PTO”) per calendar year, which amount shall accrue in accordance with and subject to any caps on accrual established by the Company’s vacation policy in effect from time to time for employees of the Company. In addition, Executive shall be entitled to paid time off for all holidays provided under the Company’s regular holiday schedule.

3.4 Group Benefit Plans; Individual Insurance. Executive shall, throughout the Employment Period, be eligible to participate in all of the group term life insurance plans, group health plans, accidental death and dismemberment plans, short-term disability programs, retirement plans, profit sharing plans or other plans (for which Executive qualifies) that are available to the executive officers of the Company as provided under the terms of such plans. Notwithstanding the foregoing, during the Employment Period, the Company shall also pay the premiums for Executive’s existing long-term disability plan with AICPA, but may replace such plan in the future with a similar long-term disability plan, with Executive’s consent. With respect to any of the foregoing benefits, Executive may elect to receive the cash value of the premiums the Company would otherwise pay as additional compensation.

3.5 Withholdings. The Company shall deduct and withhold from any compensation payable to Executive hereunder (including but not limited to, any payments or benefits under this Section 3 and any payments or benefits under Section 5), any and all applicable Federal and Provincial income and employment withholding taxes and any other amounts the Company determines are required to be deducted or withheld by the Company under applicable statutes, regulations, ordinances or orders governing or requiring the withholding or deduction of amounts otherwise payable as compensation or wages to employees.

4. Expense Reimbursement. During the Employment Period, Executive shall be entitled, in accordance with the reimbursement policies in effect from time to time, to receive reimbursement from the Company for reasonable business expenses incurred by Executive in the performance of Executive’s duties hereunder, provided Executive furnishes the Company with vouchers, receipts and other details of such expenses in the form required by the Company sufficient to substantiate a deduction for such business expenses under all applicable rules and regulations of federal and state taxing authorities.

5. Termination of Employment. During the Employment Period, the Executive’s employment with the Company may be terminated by either the Company or Executive at any time, and for any reason, subject to the provisions of this paragraph. Upon such termination, Executive (or, in the case of Executive’s death, Executive’s estate and beneficiaries) shall have no further rights to any other compensation or benefits from the Company on or after the termination of employment except as follows:

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5.1 Separation Benefits. In the event the Company terminates Executive’s employment with the Company prior to the expiration of the Employment Period for any reason or in the event the Executive resigns from the Company voluntarily, then the Company shall pay to Executive the following: (i) Executive’s unpaid Annual Salary that has been earned through the termination date of Executive’s employment (the “Termination Date”); (ii) Executive’s accrued but unused vacation; (iii) any accrued but unpaid expenses pursuant to Section 4 above, (iv) such vested accrued benefits, and other benefits and/or payments, if any, as to which the Executive (and his eligible dependents) may be entitled under, and in accordance with the terms and conditions of, the employee benefit arrangements, plans and programs of the Company as of the Termination Date, but not including any severance pay plan; and (v) any other payments as may be required under applicable law. The benefits provided under subsections (i) through (v) of this Section 5.1 are collectively referred to as the “Separation Benefits.”

5.2 Termination without Cause or Resignation for Good Reason.

(a) Termination Benefits. In the event the Executive voluntarily resigns for Good Reason (as defined below) or the Company terminates Executive’s employment for any reason other than for Cause (as defined below), then the Company shall pay to the Executive the following compensation and benefits (the “Termination Benefits”), subject to the conditions set forth in Section 6, which Termination Benefits shall be in addition to the Separation Benefits set forth in Section 5.1:

(i) Severance Payment. A lump sum payment equal to the greater of the unpaid Base Salary, at the rate in effect on the Termination Date, that otherwise would have been earned by the Executive if he remained employed through the end of the Initial Term. Executive is not entitled to receive a severance payment after the end of the Initial Term, subject however to applicable Quebec law. The lump sum payment required by this Section shall be paid no later than thirty (30) days following the Termination Date.

(b) Definition of Cause. For purposes of this Agreement, “Cause” shall mean any of the following: (i) Executive’s misappropriation of the Company’s funds or property, or any attempt by Executive to secure any personal profit related to the business or business opportunities of the Company without the informed, written approval of the Audit Committee of the Company’s Board of Directors; (ii) any unauthorized use or disclosure by Executive of confidential information or trade secrets of the Company (or any parent or subsidiary of the Company); (iii) Executive’s failure to perform, or continuing neglect in the performance of, duties lawfully assigned to Executive by the Company’s Board of Directors, provided that the Company shall have provided Executive with written notice of such failure or neglect and the Executive has been afforded at least ten (10) business days to cure such failure or neglect; (iv) Executive’s conviction of, or plea of nolo contendre (no contest) to, any felony or misdemeanor involving moral turpitude or fraud, or of any other crime involving material harm to the standing or reputation of the Company; (v) any other willful misconduct by Executive that the Board determines in good faith has had a material adverse effect upon the business or reputation of the Company; (vi) any other material breach or violation by the Executive of this Agreement, the Company’s written code of conduct, or other written policy of the Company; provided, however, that the Company shall have provided the Executive with written notice that such actions are occurring and the Executive has been afforded at least ten (10) business days to cure; and (vii) any other reason recognized by Quebec law. Notwithstanding the foregoing, in subparagraphs (iii) and (vi), (A) the cure period shall not apply to violations of the Company’s code of conduct or prohibition against unlawful harassment, and (B) such cure period shall only apply to breaches, violations, failures or neglect that in the Board’s sole judgment are capable of or amenable to such cure.

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(c) Definition of Good Reason. For the purposes of this Agreement, “Good Reason” shall mean Executive’s voluntary resignation upon any of the following events without Executive’s written consent: (i) a material reduction in the Executive’s authority, duties or responsibilities (and not simply a change in title or reporting relationships); (ii) a material reduction by the Company in the Executive’s compensation (for avoidance of doubt, a ten percent (10%) reduction in the Executive’s Base Salary shall constitute a material reduction in Executive’s compensation); (iii) any breach by the Company of its obligations under this Agreement that results in a material negative change to Executive; or (iv) the failure of any buyer or acquirer of the Company in a change of control to assume the Company’s obligations hereunder. Notwithstanding the foregoing, “Good Reason” shall only be found to exist if the Executive provides written notice (each, a “Good Reason Notice”) to the Company identifying and describing the event resulting in Good Reason within ninety (90) days of the initial existence of such event, the Company does not cure such event within thirty (30) days following receipt of the Good Reason Notice from the Executive and the Executive terminates his employment during the ninety (90)-day period beginning thirty (30) days after the Executive’s delivery of the Good Reason Notice.

6. Confidentiality, Non-Solicitation; Non-Disparagement and Cooperation.

6.1 Confidentiality. The Company and the Executive acknowledge that the services to be performed by the Executive under this Agreement are unique and extraordinary and, as a result of such employment, the Executive shall be in possession of Confidential Information relating to the business practices of the Company and its subsidiaries and affiliates (collectively, the “Company Group”). The term “Confidential Information” shall mean any and all information (oral and written) relating to the Company Group, or any of their respective activities, or of the clients, customers, acquisition targets, investment models or business practices of the Company Group, other than such information which (i) is generally available to the public or within the relevant trade or industry, other than as the result of breach of the provisions of this Section, or (ii) the Executive is required to disclose under any applicable laws, regulations or directives of any government agency, tribunal or authority having jurisdiction in the matter or under subpoena or other process of law. The Executive shall not, during his employment nor at any time thereafter (except as may be required in the course of the performance of his duties hereunder and except with respect to any litigation or arbitration involving this Agreement, including the enforcement hereof), directly or indirectly, use, communicate, disclose or disseminate to any person, firm or corporation any Confidential Information acquired by the Executive during, or as a result of, his employment with the Company, without the prior written consent of the Company. The confidentiality obligations contained in this Section 6.1 shall be in addition to any other confidentiality agreement entered into between the Company and Executive, including the proprietary information and invention assignment agreement to be signed by Executive as per the Company’s policy with respect to all employees.

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6.2 Non-Disparagement. At no time during or within three (3) years after Executive’s cessation of employment for any reason shall the Executive, directly or indirectly, disparage the Company Group or any of the Company Group’s past or present employees, officers, directors, attorneys, products or services. Notwithstanding the foregoing, nothing in this Section shall prevent the Executive from making any truthful statement to the extent (a) necessary to rebut any untrue public statements made about him; (b) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement; (c) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with jurisdiction over such person; or (d) made as good faith competitive statements in the ordinary course of business.

6.3 Cooperation. Upon the receipt of reasonable notice from the Company (including from the Company’s outside counsel), the Executive agrees that while employed by the Company and thereafter, the Executive will respond and provide information with regard to matters of which the Executive has knowledge as a result of the Executive’s employment with the Company, and will provide reasonable assistance to the Company Group and their respective representatives in defense of any claims that may be made against the Company Group (or any member thereof), and will provide reasonable assistance to the Company Group in the prosecution of any claims that may be made by the Company Group (or any member thereof), to the extent that such claims may relate to matters related to the Executive’s period of employment with the Company (or any predecessors). If the Executive is required to provide any services pursuant to this Section following the cessation of his employment, then the Company: (i) shall promptly compensate the Executive for all time actually incurred in these activities at an hourly rate of pay equal to the Executive’s most recent annual Base Salary divided by 2080 hours; and (ii) shall promptly reimburse the Executive for reasonable out-of-pocket travel, lodging, communication and duplication expenses incurred in connection with the performance of such services and in accordance with the Company’s business expense reimbursement policies.

6.4 Injunctive Relief; Interpretation. Without intending to limit the remedies available to the Company, the Executive acknowledges that a breach of any of the covenants contained in Section 6 may result in the material and irreparable injury to the Company, or their respective affiliates or subsidiaries, for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such breach or threat, the Company shall be entitled to a temporary restraining order and/or a preliminary or permanent injunction restraining the Executive from engaging in activities prohibited by Section 6. If for any reason it is held that the restrictions under this Section 6 are not reasonable or that consideration therefor is inadequate, such restrictions shall be interpreted or modified to include as much of the duration or scope of identified in this Section as will render such restrictions valid and enforceable.

6.5 Return of Company Property. Upon the cessation of Executive’s employment for any reason whatsoever, all Company Group property that is in the possession of the Executive shall be promptly returned to the Company, including, without limitation, all documents, records, notebooks, equipment, price lists, specifications, programs, customer and prospective customer lists, supplier lists and any other materials that contain Confidential Information which are in the possession of the Executive, including all copies thereof whether in electronic or paper form. Anything to the contrary notwithstanding, the Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Company.

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7. Miscellaneous.

7.1 Notices. Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Company at its principal Canadian corporate office to the attention of the Secretary, and to the Executive at the address last reflected on the Company’s payroll records, or such other address as either party may hereafter designate in writing to the other. Any such notice shall be delivered in person or shall be enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the Canada Post. Any such notice shall be deemed given only when received, but if the Executive is no longer employed by the Company or a subsidiary, such notice shall be deemed to have been duly given five (5) business days after the date mailed in accordance with the foregoing provisions of this Section.

7.2 Severability. Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

7.3 Binding Effect; Benefits. The Executive may not delegate his duties or assign his rights hereunder. This Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.

7.4 Entire Agreement. This Agreement represents the entire agreement of the parties with respect to the subject matter hereof and shall supersede any and all previous agreements, arrangements or understandings between the Company and the Executive. This Agreement may be amended at any time by mutual written agreement of the parties hereto. In the case of any conflict between any express term of this Agreement and any statement contained in any plan, program, arrangement, employment manual, memo or rule of general applicability of the Company, this Agreement shall control.

7.5 Governing Law and Jurisdiction. This Agreement and the performance of the parties hereunder shall be governed by the laws of the Province of Quebec and applicable laws of Canada, and shall be interpreted in conformity with same. The parties agree that the courts of the Province of Quebec have exclusive jurisdiction on any questions and differences between the parties in regards to the present Employment Agreement and the parties irrevocably commit themselves to their competence.

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7.6 Remedies. All rights and remedies provided pursuant to this Agreement or by law shall be cumulative, and no such right or remedy shall be exclusive of any other. A party may pursue any one or more rights or remedies hereunder or may seek damages or specific performance in the event of another party’s breach hereunder or may pursue any other remedy by law or equity, whether or not stated in this Agreement.

7.7 Survivorship. Except as otherwise expressly set forth in this Agreement, the respective rights and obligations of the parties shall survive Executive’s cessation of employment to the extent necessary to carry out the intentions of the parties as embodied in this Agreement. This Agreement shall continue in effect until there are no further rights or obligations of the parties outstanding hereunder and shall not be terminated by either party without the express prior written consent of both parties, except as otherwise expressly set forth in this Agreement.

7.8 No Waiver. The waiver by either party of a breach of any provision of this Agreement shall not operate as, or be construed as, a waiver of any later breach of that provision.

7.9 Taxes. Except as otherwise specifically provided herein, each party agrees to be responsible for its own taxes and penalties.

7.10 Counterparts. This Agreement may be executed in counterparts (including by fax or pdf) which, when taken together, shall constitute one and the same agreement of the parties.

7.11 Representation of Executive. Executive represents and warrants to the Company that Executive read and understands this Agreement, has had the opportunity to consult with independent counsel of his choice prior to agreeing to the terms of this Agreement and is entering into the agreement, knowingly, willingly and voluntarily. The parties agree that this Agreement shall not be construed for or against either party in any interpretation thereof.

7.12 Language of Agreement. The parties to these presents agree that this Agreement be drafted in English. Les parties aux présentes consentent à ce que le present contrat soit rédigé en anglais.

[End of Text - Signature page follows]

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IN WITNESS WHEREOF, the undersigned have executed this Employment Agreement as of the date first above written.

QUEST SOLUTION, INC.
By:	/s/ Tom Miller
Name:	Tom Miller
Title:	Chief Executive Officer
EXECUTIVE
By:	/s/ Denis Kurdi
	Denis Kurdi

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EX-10.8

 

 

 

 

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EX-10.9

FIRST AMENDMENT TO THE OMNIBUS SETTLEMENT AMENDMENT

This First Amendment to the Omnibus Settlement Amendment (“Amendment”) is entered into as of October 19, 2015 (“Amendment Effective Date”), by and between Quest Solution, Inc. f/k/a Amerigo Energy, Inc., a Delaware corporation (“Company”), and Mr. Kurt Thomet, an individual (“Mr. Thomet”) (collectively the “Parties”).

Recitals:

WHEREAS, the Parties entered into an Omnibus Settlement Agreement (“Agreement”), dated August 27, 2015, for the complete and final settlement of all their claims, differences, and demands with respect to Mr. Thomet’s employment with and equity ownership in the Company and debt obligations of the Company to Mr. Thomet;

WHEREAS, pursuant to Section 1.3 of the Agreement, Mr. Thomet agreed to accept as full satisfaction of the Promissory Notes the sum of $7,036,000.00, and the Company agreed to make payment to Mr. Thomet of that amount on or before September 30, 2015;

WHEREAS, the Company failed to timely make such payments;

WHEREAS, the Parties wish to modify the payment schedule of the Agreement, under the terms of this Amendment;

NOW, THEREFORE, in consideration of the mutual promises, covenants and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to modify the Agreement as follows:

1. Except as otherwise provided herein, all defined terms shall have the same meaning as such terms are defined in the Agreement.

2. Section 1.3 of the Agreement is deleted and replaced in its entirety, as follows:

1.3 Satisfaction of Promissory Notes. As of August 27, 2015, the outstanding balances of Promissory Note #1 and Promissory Note #2 (including principal and interest through the date hereof) were $4,848,304.72 and $4,785,470.68, respectively. Mr. Thomet agrees to accept as full satisfaction of the Promissory Notes the sum of $7,036,000 (the “Debt Settlement Amount”), allocated equally between the Promissory Notes and payable as follows:

(a) as of the Effective Date, the Company assigned the Licenses, as defined below and which for purposes of this Agreement shall have a value of $1,150,000; and

(b) principal payments totaling $5,886,000, of which $195,000 was paid on the Effective Date of the Agreement and $5,691,000, bearing interest as provided in Section 1.3(c), below, until paid in full and payable as follows:

(i) $2,500,000 upon funding of loan proceeds from FGI, which shall occur no later than October 21, 2015;

(ii) subject to Company’s receipt of consent from FGI, in FGI’s sole discretion, if such consent is required, $1,000,000 payable on the 15th of each month beginning November 15, 2015 until the balance of the Debt Settlement Amount and interest, is paid in full.

For clarity, this Agreement is not intended to, and shall not serve to, affect or terminate the Promissory Notes, or either of them, unless or until the Debt Settlement Amount is timely paid in full, provided however that all payments actually received on the Promissory Notes by Mr. Thomet will serve to reduce the obligations owing under the Promissory Notes, including but not limited to the amounts payable as of the date hereof as set forth in (a) and (b) of this Section 1.3. Further, in the event that the Company is able to procure any alternate funding prior to February 16, 2016, Company will use any such funding to repay the outstanding balance of the Debt Settlement Amount.

(c) The Debt Settlement Amount shall bear 6% simple interest beginning on October 1, 2015, which such interest amount shall increase to 12% - or at the maximum rate allowed by applicable law, whichever is less - upon any breach of the Agreement, as amended, until such time until such breach is cured. For clarity, such interest amount shall escalate as provided in this Section 1.3(c) regardless of whether FGI consents to the payment.

(d) Mr. Thomet’s obligation to accept the Debt Settlement Amount in full satisfaction of the Promissory Notes is conditioned upon payment in full by February 16, 2016. If the Debt Settlement Amount is not paid in full by February 16, 2016, effective as of 5 pm PDT on February 16, 2016, Mr. Thomet’s acceptance of the Debt Settlement Amount in full satisfaction of the Promissory Notes is automatically revoked, without notice or further action of any kind by him or any other person, and all obligations under the Promissory Notes (including without limitation principal and interest) shall immediately become due and payable, and shall bear interest at 12% per annum - or at the maximum rate allowed by applicable law, whichever is less - until paid in full.

(e) Until the Promissory Notes are satisfied in full, Company agrees not to: (i) make any distribution or dividend to any shareholder or other interest holder, including the redemption of shares, (ii) except for the October 1, 2015 increase in director compensation, increase the base fees or base employment compensation of any director, or officer of Company or its affiliates, or (iii) pay any bonus or deferred compensation to any director, or officer, even if such a bonus has been routinely declared and paid in the past. Provided, however, nothing herein shall restrict payment of debt obligations of Company that existed prior to the date of this Agreement to any shareholder, officer or director or the Company’s affiliates.

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3. Company acknowledges, warrants, and represents that Company’s liability to pay under, and perform, the Promissory Notes, is absolute and unconditional, and except for the payment of the Debt Settlement Amount plus interest in accordance with Section 1.3 of this Amendment, there exists no right of deduction, setoff, recoupment, counterclaim, or defense of any nature whatsoever, or if any such right exists then it is effectively and finally released by this Amendment.

4. In consideration of Mr. Thomet’s execution of this Amendment, and for other valuable consideration, the receipt and sufficiency of which are acknowledged, Company’s release of Mr. Thomet under the Agreement shall become effective as of the date of this Amendment with respect to claims, demands, damages or fees, or liability of any nature whatsoever arising out of or related to the Promissory Notes, even though the Debt Settlement Amount has not been timely made in full. Company further waives any presently existing defenses against the payment and performance of any and all obligations under the Promissory Notes.

5. Simultaneously with the execution of this Agreement, Mr. Thomet agrees to execute and deliver a subordination agreement with FGI, in the same form attached hereto as Exhibit A.

6. Company agrees to pay Mr. Thomet’s attorneys’ fees and costs incurred in enforcing the terms of the Agreement and entering into this Amendment, within five (5) days of receipt of the invoice for such fees and costs.

7. Subject to the terms of this Amendment, Mr. Thomet agrees to forbear from taking any action to collect any amounts due to him under the Agreement.

8. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one instrument. Further, the parties agree that this Amendment may be executed and delivered by electronic transmission.

9. Except as amended herein, all other terms and conditions of the Agreement shall remain in full force and effect as originally set out therein.

[SIGNATURES FOLLOW ON NEXT PAGE]

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WHEREFORE, having fully read and understood the terms of this Amendment, the Parties sign their names below with the intention that they shall be bound by it.

QUEST SOLUTION, INC.

Printed Name Tom Miller

Signature: /s/ Tom Miller 

Its: Chief Executive Officer

Date: October 19, 2015

KURT THOMET, AN INDIVIDUAL

Signature: /s/ Kurt Thomet

Date: October 19, 2015

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Exhibit A

Subordination Agreement

EX-10.10

NOTICE AND OFFER OF SETTLEMENT UNDER AMENDED AND RESTATED SECURED
SUBORDINATED CONVERTIBLE PROMISSORY NOTE

THIS NOTICE AND OFFER OF SETTLEMENT UNDER AMENDED AND RESTATED SECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE (this “Waiver”), dated September 28, 2015 (the “Effective Date”), is entered into by and among George Zicman (the “Holder”) and Quest Solution, Inc., a Delaware corporation (the “Corporation”).

RECITALS

WHEREAS, the Holder holds that certain amended and restated secured subordinated convertible promissory note, dated November 21, 2014, in the principal amount $ 1,594,000.00 (the “Notes”) attached hereto as Exhibit A, issued by the Corporation in favor of the Holder;

WHEREAS, as of the Effective Date, the Note has accrued and unpaid interest of $23,483.22 (the “Interest”) and an outstanding principal balance of $1,594,000;

WHEREAS, the Holder warrants that it is the sole owner and holder of the Note and all rights, interests and benefits granted in connection therewith;

WHEREAS, the Holder is willing to convert settled the above referenced Notes in exchange for the following:

Item 1.	Holder to receive One Million (1,000,000) shares of restricted common stock. Shares to be issued to the Holder’s individual name at $0.357 per share.
Item 2.	Within thirty (30) days of execution of this document, Holder to receive Eighty Four Thousand and xx/100 Dollars ($84,000.00).
Item 3.	Fixed payment schedule of Fifty Thousand and xx/100 Dollars ($50,000.00) per month, starting January 15, 2016, and paid monthly with a balloon payment due for the then Balance on April 15, 2017, which shall be determined by taking the $1,594,000, adding estimated interest of $23,483.22, then subtracting the $357,000 and the $84,000 (from Item 2 above) and the $750,000 ($50,000 x 15 months) expected balance to be approximately $426,483.22). Interest will remain at 1.89% per year.

WHEREAS, each of the Holder and the Corporation acknowledge that this Offer is binding on the Holder should the Company perform on each of the above referenced items; and

WHEREAS, the agreement is in the best interests of the Corporation and its stockholders.

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NOW, THEREFORE, in consideration of the foregoing premises and such other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

Item 1.	Holder to receive One Million (1,000,000) shares of restricted common stock. Shares to be issued to the Holder’s individual name at $0.357 per share.
Item 2.	Fixed payment schedule of Fifty Thousand and xx/100 Dollars ($50,000.00) per month, starting January 15, 2016, and paid monthly with a balloon payment due for the then balance April 15, 2017. Interest will remain at 1.89% per year.
Item 3.	Within thirty (30) days of execution of this document, Holder to received Eighty Four Thousand and xx/100 Dollars ($84,000.00).

(a) Further Action. The parties to this Notice shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Offer.

(b) Amendment. This Offer may be modified or amended only by a written instrument duly executed by both of the parties hereto.

(c) Applicable Law. This Offer shall be governed by and construed in accordance with the internal laws of the State of California, without regard or reference to its choice of law principles.

(d) Counterparts. This Offer may be executed by one or more of the parties hereto on any number of separate counterparts (including by facsimile or pdf transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

(e) Authority to Execute. The execution of this Offer by each of the parties and the performance by each of the obligations hereunder, have been duly authorized by all requisite corporate, partnership, limited liability company and sole proprietorship action, and will not violate or result in a breach or constitute a default under any agreements to which any party is bound.

(f) Release of Claims. In consideration of the mutual covenants and agreements herein contained, the Corporation and Holder, for themselves and their legal representatives, agents, affiliates, successors, assigns, officers, directors, shareholders, employees, attorneys, guarantors, sureties, and insurers, and any person who might have rights through it (“Releasing Parties”), hereby forever release the other party and their respective agents, successors, assigns, affiliates, officers, directors, shareholders, employees, attorneys, guarantors, sureties, and insurers, and any person acting on its or their behalf (collectively the “Released Parties”), from any and all injuries, losses, damages, liabilities, defenses, claims, actions, causes of action, suits, debts, promises, demands, or agreements, of whatever nature or kind, known and unknown, whether based in law or in equity, that Releasing Parties ever had or has now, or that anyone claiming through or under Releasing Parties may have or claim to have, which were raised or asserted or could have been raised or asserted by Releasing Parties against the Released Parties at any time prior to the execution of this Agreement, including, but not limited to, any and all claims arising out of, by reason of, or in any way related to the subject matter of the Agreements.

(g) Acceleration. In the event that more than fifty percent (50%) of the voting stock, or substantially all of the assets, of the Corporation are sold while this Agreement is in effect, then the Balance due and owing to Holder shall be immediately due and payable.

[Signature Page Follows.]

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IN WITNESS WHEREOF, the parties hereto have executed this Notice of Offer and Settlement of the Effective Date.

ACKNOWLEDGEMENT BY CORPORATION:
Quest Solution, Inc.
By:	/s/ Tom Miller
Name:	Tom Miller
Its:	Chief Executive Officer
HOLDER:
/s/ George Zicman
George Zicman

Signature Page to Notice of Offer of Settlement
Amended and Restated Secured Subordinated Convertible Promissory Note

EXHIBIT A

Amended and Restated Secured Subordinated Convertible Promissory Note

[Attached.]

Exhibit A

EX-10.11

STOCK REDEMPTION AGREEMENT

This Stock Redemption Agreement (“Agreement”) is effective as of October 1, 2015 (the “Effective Date”) between Quest Solution, Inc., a Delaware corporation (the “Company”), and Jason Griffith, an individual (“Stockholder”).

Background

Stockholder is the record holder of 500,000 shares of the Company’s Series A Preferred stock as well as certain stock options for the amount of 3,400,000 common stock shares at $0.50 per share with exercise terms and vesting periods through November 20, 2024.

The Company now desires to redeem from Stockholder and Stockholder desires to sell to the Company 100% of the Shares referenced above (the “Redeemed Shares”).

Therefore, the parties hereby agree as follows:

1. Redemption. For an aggregate amount equal to $3,120,000.00 (the “Redemption Price”), the Stockholder hereby assigns to the Company the Redeemed Shares and all of the Stockholder’s right, title and interest in the Redeemed Shares. The Company shall pay the Redemption Price per terms of promissory note to be entered into as well.

2. Delivery of Certificates. Stockholder shall surrender to the Company the certificates representing the Redeemed Shares that are held by Stockholder or are in the custody of the Company on Stockholder’s behalf, if any, and any other evidence of ownership. Stockholder shall deliver such certificates properly endorsed for transfer or accompanied by a stock power duly executed by Stockholder for transfer to the Company.

3. Representations and Warranties of Stockholder. Stockholder hereby represents and warrants that as of the Effective Date: (i) Stockholder is the sole owner of the Redeemed Shares; (ii) all of the Redeemed Shares are free and clear of liens, claims, restrictions, adverse rights or encumbrances of any kind; (iii) Stockholder has the right and authority to transfer the Redeemed Shares to the Company; (iv) Stockholder has full power and authority to execute, deliver and perform the obligations under this agreement and, when executed and delivered, this agreement shall constitute the valid and binding legal obligation of Stockholder enforceable in accordance with the terms hereof; and (v) the execution and delivery of this agreement, and the performance of Stockholder’s obligations hereunder, will not constitute a breach, violation of, default or cause acceleration of performance under any contract, lease, bond, mortgage, indenture or other agreement to which he is a party or by which Stockholder or Stockholder’s assets are bound.

4. Acknowledgement. Stockholder and the Company each acknowledge that they have had the opportunity to obtain independent legal advice regarding the terms and conditions of this agreement. Stockholder and the Company each acknowledge that they believe that the Redemption Price is fair and reasonable taking into account the percentage of ownership represented by the Redeemed Shares, the current financial condition of the Company, the current prospects for the Company and its business operations, and the absence of any known or anticipated material events that might affect the valuation of the Redeemed Shares. The parties expressly agree that there shall be no presumption created as a result of any party having prepared in whole or in part any provision of this agreement.

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5. Release. Stockholder hereby releases and forever discharge the Company, the shareholders of the Company and their respective affiliates, officers, directors, managers, agents, shareholders and partners (collectively, the “Released Parties”) from any and all actions and causes of action (whether at law or in equity), losses, damages, costs, expenses, liabilities, obligations and claims or demands of any kind, that Stockholder may have by virtue of owning the Redeemed Shares, whether known or unknown, foreseen or unforeseen (collectively, the “Stockholder Claims”). Stockholder understands that by executing this agreement, Stockholder is forever giving up all of his rights and is granting a final and complete release with respect to the Stockholder Claims as of the date hereof.

6. Cooperation; Deliveries. The parties shall fully cooperate with each other in connection with any steps required to be taken as part of their obligations under this agreement, and to effect the redemption by the Company of the Redeemed Shares, including the execution and delivery of such documents and the taking of such action as is reasonably requested by one party or the other.

7. Governing Law. The laws of the State of Delaware (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement.

8. Assignment. The rights of Stockholder under this agreement are personal to Stockholder and are not assignable without the written consent of the Company. Any purported assignment of rights in violation of this paragraph is void.

9. Counterparts. The parties may execute this agreement in counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. The signatures of all of the parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile is as effective as executing and delivering this agreement in the presence of the other parties to this agreement. This agreement is effective upon delivery of one executed counterpart from each party to the other parties. In proving this agreement, a party must produce or account only for the executed counterpart of the party to be charged.

10. Severability. If any provision of this agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this agreement will remain in full force, if the essential terms and conditions of this agreement for each party remain valid, binding, and enforceable.

[Signature Page Follows]

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The parties hereto have caused this stock redemption agreement to be executed as of the date stated above.

QUEST SOLUTION, INC.
By:	/s/ Tom Miller
Name:	Tom Miller
Title:	Chief Executive Officer
STOCKHOLDER
Jason Griffith
By:	/s/ Jason Griffith
Name:	Jason Griffith

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EX-10.12

SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of October 1, 2015 (as amended, supplemented, or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by QUEST SOLUTION, INC., a Delaware corporation (the “Debtor”), in favor of JASON GRIFFITH, an individual (“Jason Griffith”), as Collateral Agent (as defined below) for the benefit of himself; Jason Griffith and his successors, transferees and assigns are sometimes referred to herein individually as an “Secured Party” and collectively as the “Secured Parties”).

WHEREAS, Debtor has executed the following promissory note in favor of the Secured Parties (as the same may be amended, supplemented, restated, amended and restated, or otherwise modified from time to time, collectively, the “Promissory Notes”): (i) Senior Subordinated Convertible Promissory Note, dated October 1, 2015, in the original principal amount of $3,120,000, payable to Jason Griffith (as the same may be amended, supplemented, restated, amended and restated, or otherwise modified from time to time, the “Griffith Note”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Griffith Note; and

WHEREAS, in order to induce the Secured Parties to accept the Promissory Notes, Debtor has agreed to (i) appoint Jason Griffith as the Collateral Agent, for the benefit of himself, and (ii) enter into this Agreement in favor of the Collateral Agent, for the benefit of himself (in his capacity as the Collateral Agent), to secure the payment and performance of all of the Secured Obligations (as hereinafter defined).

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions.

1.1 Unless otherwise specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement.

1.2 Unless otherwise defined herein, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if a term is defined in Division 9 of the UCC differently than in another Division or Article of the UCC, the term has the meaning specified in Division 9.

1.3 For purposes of this Agreement, the following terms shall have the following meanings:

“Collateral” has the meaning set forth in Section 2.

“Collateral Agent” has the meaning set forth in Section 11.

“Copyrights” means all domestic and foreign copyrights, whether registered or not, including all copyright rights throughout the universe (whether now or hereafter arising) in any and all media (whether now or hereafter developed), in and to all original works of authorship fixed in any tangible medium of expression, acquired or used by the Debtor, all applications, registrations and recordings thereof (including applications, registrations and recordings in the United States Copyright Office or in any similar office or agency of the United States or any other country or any political subdivision thereof), and all reissues, divisions, continuations, continuations in part and extensions or renewals thereof.

 

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“Event of Default” means any Event of Default set forth in Section 3 of the Griffith Note.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or other), security interest, or other security arrangement and any other preference, priority, or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a capital lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.

“Majority in Interest of the Secured Parties” means the Secured Parties holding more than 60% of the aggregate outstanding principal amount of the Notes; provided that any action, waiver or amendment requiring the approval or consent of a Majority in Interest of the Secured Parties may not be taken if such action adversely affects a Secured Party in a manner materially different from any of the other Secured Parties, unless the Secured Party so adversely affected separately consents or approves of such action.

“Patents” means all domestic and foreign letters patent, design patents, utility patents, industrial designs, inventions, trade secrets, ideas, concepts, methods, techniques, processes, proprietary information, technology, know-how, formulae, rights of publicity and other general intangibles of like nature, now existing or hereafter acquired, all applications, registrations and recordings thereof (including applications, registrations and recordings in the United States Patent and Trademark Office, or in any similar office or agency of the United States or any other country or any political subdivision thereof), and all reissues, divisions, continuations, continuations in part and extensions or renewals thereof.

“Permitted Liens” means (i) Liens granted to, or for the benefit of, the Collateral Agent or the Secured Parties to secure the Secured Obligations; (ii) Liens for unpaid taxes, assessments, or other governmental charges or levies that either (x) are not yet delinquent, or (y) do not have priority over Collateral Agent’s Liens; (iii) judgment Liens arising solely as a result of the existence of judgments, orders, or awards that do not have priority over Collateral Agent’s Liens; (iv) the interests of lessors under operating leases and non-exclusive licensors under license agreements; (v) purchase money Liens or the interests of lessors under capital leases so long as (A) such Lien attaches only to the asset purchased or acquired and the proceeds thereof, and (B) such Lien only secures the indebtedness that was incurred to acquire the asset purchased or acquired; (vi) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of business and not in connection with the borrowing of money; (vii) Liens on amounts deposited to secure Debtor’s obligations in connection with worker’s compensation or other unemployment insurance; (viii) Liens on amounts deposited to secure Debtor’s reimbursement obligations with respect to surety or appeal bonds obtained in the ordinary course of business; (ix) with respect to any real property, easements, rights of way, and zoning restrictions that do not materially interfere with or impair the use or operation thereof; (x) non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business; (xi) rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts in the ordinary course of business; (xii) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums; (xii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods; and (xiii) any other Liens approved by all of the Secured Parties in their sole discretion.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a governmental entity.

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“Proceeds” means “proceeds” as such term is defined in section 9102 of the UCC and, in any event, shall include, without limitation, all dividends or other income from the Collateral, collections thereon or distributions with respect thereto.

“Secured Obligations” has the meaning set forth in Section 3.

“Trademarks” means all domestic and foreign trademarks, service marks, collective marks, certification marks, trade names, business names, d/b/a’s, Internet domain names, trade styles, designs, logos and other source or business identifiers and all general intangibles of like nature, now or hereafter owned, adopted, acquired or used by the Debtor, all applications, registrations and recordings thereof (including applications, registrations and recordings in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof), and all reissues, extensions or renewals thereof, together with all goodwill of the business symbolized by such marks and all customer lists, formulae and other records of the Debtor relating to the distribution of products and services in connection with which any of such marks are used.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of California or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such state.

2. Grant of Security Interest. The Debtor hereby grants to the Collateral Agent, for the benefit of himself (in his capacity as Collateral Agent) and the other Secured Parties, and hereby creates, a continuing lien and security interest in favor of the Collateral Agent, for the benefit of himself (in his capacity as Collateral Agent) and the other Secured Parties, in and to all of its right, title and interest in and to the following, wherever located, whether now existing or hereafter from time to time arising or acquired (collectively, the “Collateral”):

2.1 all 3,400,000 stock options issued to Jason Griffith at $0.50 per share exercise price with an expiration period of November 21, 2024.

3. Secured Obligations. The Collateral secures the payment and performance of:

3.1 the obligations of Debtor now owing or from time to time arising under the Promissory Notes; and

3.2 the obligations of Debtor now owing or from time to time arising under this Agreement, including the due and punctual payment and performance of all covenants, agreements, duties, debts, obligations, indemnifications, and liabilities of the Debtor under or pursuant to this Agreement.

All of the foregoing obligations, liabilities, sums, expenses, amounts, and other obligations set forth in this Section 3 being herein collectively called the “Secured Obligations”.

4. Perfection of Security Interest and Further Assurances.

4.1 The Debtor shall, from time to time, as may be required by the Collateral Agent with respect to all Collateral, immediately take all actions as may be requested by the Collateral Agent to perfect the security interest of the Collateral Agent in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of sections 8106, 9104, 9105, 9106 and 9107 of the UCC. All of the foregoing shall be at the sole cost and expense of the Debtor.

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4.2 The Debtor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Division 9 or Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including any financing or continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Debtor hereunder, without the signature of the Debtor where permitted by law, including the filing of a financing statement describing the Collateral as all assets now owned or hereafter acquired by the Debtor, or words of similar effect. The Debtor agrees to provide all information required by the Collateral Agent pursuant to this Section promptly to the Collateral Agent upon request.

4.3 The Debtor hereby further authorizes the Collateral Agent to file with the United States Patent and Trademark Office and the United States Copyright Office (and any successor office and any similar office in any state of the United States or in any other country) such documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Debtor hereunder, without the signature of the Debtor where permitted by law.

4.4 If the Debtor shall at any time hold or acquire any certificated securities, promissory notes, tangible chattel paper, negotiable documents or warehouse receipts relating to the Collateral, that individually or in the aggregate has a value equal to or greater than $100,000, the Debtor shall, upon the request of Collateral Agent, collaterally assign and promptly deliver the same to the Collateral Agent, accompanied by such instruments of collateral assignment duly executed in blank as the Collateral Agent may from time to time specify.

4.5 If the Debtor shall at any time hold or acquire a commercial tort claim having a value, or involving an asserted claim, in the amount of $100,000 or more either individually or in the aggregate for all commercial tort claims, the Debtor shall immediately notify the Collateral Agent in a writing signed by the Debtor of the particulars thereof and grant to the Collateral Agent, for the benefit of himself (in his capacity as Collateral Agent) and the Secured Parties, in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Collateral Agent.

4.6 If any Collateral is at any time in the possession of a bailee, that individually or in the aggregate has a value equal to or greater than $100,000, the Debtor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Collateral Agent, that the bailee holds such Collateral for the benefit of the Collateral Agent and the bailee agrees to comply, without further consent of the Debtor, at any time with instructions of the Collateral Agent as to such Collateral.

4.7 The Debtor agrees that at any time and from time to time, at the expense of the Debtor, the Debtor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to perfect and protect any security interest granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

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5. Representations and Warranties. The Debtor represents and warrants as follows:

5.1 At the tune the Collateral becomes subject to the lien and security interest created by this Agreement, the Debtor will be the sole, direct, legal and beneficial owner thereof, free and clear of any lien, security interest, option, adverse claim, setoff, default, defense, condition precedent or other encumbrance except for (i) the security interest created by this Agreement, and (ii) Permitted Liens.

5.2 The grant of a security interest in the Collateral pursuant to this Agreement creates a valid and perfected first priority security interest in the Collateral (subject to Permitted Liens), securing the payment and performance when due of the Secured Obligations.

5.3 It has full power, authority and legal right to grant a security interest in the Collateral pursuant to this Agreement.

5.4 This Agreement has been duly authorized, executed and delivered by the Debtor and constitutes a legal, valid and binding obligation of the Debtor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to equitable principles (regardless of whether enforcement is sought in equity or at law).

5.5 No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the grant of a security interest in the Collateral pursuant to this Agreement or for the execution and delivery of this Agreement by the Debtor or the payment and performance by the Debtor of the Secured Obligations.

5.6 The execution and delivery of this Agreement by the Debtor and the payment and performance by the Debtor of the Secured Obligations, will not violate any provision of any applicable material law or regulation or any material order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Debtor or any of its property, or the organizational or governing documents of the Debtor or any material agreement or instrument to which the Debtor is party or by which it or its property is bound.

6. Covenants. The Debtor covenants as follows, unless a Majority in Interest of the Secured Parties shall otherwise consent in writing:

6.1 The Debtor will not, without providing at least 10 days’ prior written notice to the Collateral Agent, change its legal name, identity, type of organization, jurisdiction of organization, corporate structure, location of its chief executive office or its principal place of business or its organizational identification number. The Debtor will, prior to any change described in the preceding sentence, take all actions reasonably required by the Collateral Agent to maintain the perfection and priority (subject to Permitted Liens) of the Collateral Agent’s security interest in the Collateral.

6.2 The Collateral, to the extent not delivered to the Collateral Agent pursuant to Section 4, will be kept at the address listed on the signature page hereto and the Debtor will not remove the Collateral from such location without providing at least 5 days’ prior written notice to the Collateral Agent. The Debtor will, prior to any change described in the preceding sentence, take all actions reasonably required by the Collateral Agent to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral.

6.3 The Debtor shall, at its own cost and expense, defend title to the Collateral and the lien and security interest of the Collateral Agent therein against the claim of any Person claiming against or through the Debtor (other than a Person holding a Permitted Lien) and shall maintain and preserve such perfected security interest for so long as this Agreement shall remain in effect.

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6.4 The Debtor will not sell, offer to sell, dispose of, convey, assign or otherwise transfer the Collateral, other than the sale of inventory in the ordinary course of business, the sale or other disposition of equipment that is substantially worn, damaged, or obsolete in the ordinary course of business, and the use of cash in the ordinary course of business.

6.5 Except for a Permitted Lien, the Debtor will not restrict, or grant, create, permit or suffer to exist any mortgage, pledge, lien, security interest, encumbrance or other restriction or limitation of any nature whatsoever on, any of the Collateral or any interest therein; provided that Debtor may (i) sell, abandon, or otherwise dispose of equipment that is substantially worn, damaged, or obsolete in the ordinary course of business, and (ii) sell inventory to buyers in the ordinary course of business.

6.6 The Debtor will keep the Collateral in good order and repair (ordinary wear and tear and casualty excepted) and will not use the same in violation of law or any policy of insurance thereon.

6.7 The Debtor will pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement.

6.8 Insurance.

(a) The Debtor will, at its own expense, maintain insurance (including commercial general liability and property insurance) with respect to the Collateral and itself in such amounts, against such risks, in such form and with responsible and reputable insurance companies or associations as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and in any event, in amount, adequacy and scope reasonably satisfactory to the Collateral Agent. Each such policy for liability insurance shall provide for all losses to be paid on behalf of the Collateral Agent, the Secured Parties, and the Debtor as their respective interests may appear, and each policy for property damage insurance shall provide for all losses to be adjusted with, and paid directly to, the Collateral Agent. Each such policy shall in addition (A) name the Collateral Agent as an additional insured party thereunder (without any representation or warranty by or obligation upon the Collateral Agent) as their interests may appear, (B) contain an agreement by the insurer that any loss thereunder shall be payable to the Collateral Agent on its own account notwithstanding any action, inaction or breach of representation or warranty by the Debtor, (C) provide that there shall be no recourse against the Collateral Agent for payment of premiums or other amounts with respect thereto, and (D) provide that at least thirty (30) days’ prior written notice of cancellation, lapse, expiration or other adverse change shall be given to the Collateral Agent by the insurer. The Debtor will, if so requested by the Collateral Agent, deliver to the Collateral Agent original or duplicate policies of such insurance and, as often as the Collateral Agent may reasonably request, a report of a reputable insurance broker with respect to such insurance. The Debtor will also, at the request of the Collateral Agent, execute and deliver instruments of assignment of such insurance policies and cause the respective insurers to acknowledge notice of such assignment.

(b) Reimbursement under any liability insurance maintained by the Debtor pursuant to this Section 6.8 may be paid directly to the Person who shall have incurred liability covered by such insurance, In the case of any loss involving damage to Collateral and provided that no Event of Default has occurred and is continuing any proceeds of insurance maintained by the Debtor pursuant to this Section 6.8 shall be paid to the Collateral Agent. So long as no Event of Default has occurred and is continuing, the Debtor will make or cause to be made the necessary repairs to or replacements of such Collateral, and any proceeds of insurance maintained by the Debtor pursuant to this Section 6.8 held by the Collateral Agent shall be paid by the Collateral Agent to the Debtor as reimbursement for the costs of such repairs or replacements.

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(c) In the event that an Event of Default has occurred and is continuing or in the event any proceeds are not applied to repair or replacement costs in accordance with Section 6.8(b), all insurance proceeds in respect of such Equipment or Inventory shall be paid to the Collateral Agent and applied to the Secured Obligations (or held as cash collateral, in Collateral Agent’s discretion).

7. Collateral Agent Appointed Attorney-in-Fact. The Debtor hereby appoints the Collateral Agent the Debtor’s attorney-in-fact, with full authority in the place and stead of the Debtor and in the name of the Debtor or otherwise, from time to time during the continuance of an Event of Default in the Collateral Agent’s discretion to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, but the Collateral Agent shall not be obligated to and shall have no liability to the Debtor or any third party for failure to do so or take action. This appointment, being coupled with an interest, shall be irrevocable. The Debtor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.

8. Collateral Agent May Perform. If the Debtor fails to perform any obligation contained in this Agreement, the Collateral Agent may himself perform, or cause performance of, such obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be payable by the Debtor; provided that the Collateral Agent shall not be required to perform or discharge any obligation of the Debtor.

9. Reasonable Care. The Collateral Agent shall have no duty with respect to the care and preservation of the Collateral beyond the exercise of reasonable care. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords his own property, it being understood that the Collateral Agent shall not have any responsibility for (a) ascertaining or taking action with respect to any claims, the nature or sufficiency of any payment or performance by any party under or pursuant to any agreement relating to the Collateral or other matters relative to any Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against any parties with respect to any Collateral. Nothing set forth in this Agreement, nor the exercise by the Collateral Agent of any of the rights and remedies hereunder, shall relieve the Debtor from the performance of any obligation on the Debtor’s part to be performed or observed in respect of any of the Collateral.

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10. Remedies Upon Default. If any Event of Default shall have occurred and be continuing:

10.1 The Collateral Agent shall, upon the request, and may, with the consent, of the Majority in Interest of the Secured Parties, without any other notice to or demand upon the Debtor, may assert all rights and remedies of a secured party under the UCC or other applicable law, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose of all or any portion of the Collateral (provided that if, in the sole, but good faith, judgment of the Collateral Agent, obtaining the consent of the Secured Parties would not be reasonably practicable, would materially prejudice the rights or protections of the Collateral Agent or the Secured Parties, or would expose the Collateral Agent to any material liability, the Collateral Agent may take any such action and exercise any such remedy without first seeking the consent of the Secured Parties). If notice prior to disposition of the Collateral or any portion thereof is necessary under applicable law, written notice mailed to the Debtor at its notice address as provided in Section 15 hereof ten days prior to the date of such disposition shall constitute reasonable notice, but notice given in any other commercially reasonable manner shall be sufficient. So long as the sale of the Collateral is made in a commercially reasonable manner, the Collateral Agent may sell such Collateral on such terms and to such purchaser(s) as the Collateral Agent in its absolute discretion may choose, without assuming any credit risk and without any obligation to advertise or give notice of any kind other than that necessary under applicable law. Without precluding any other methods of sale, the sale of the Collateral or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of creditors disposing of similar property. At any sale of the Collateral, if permitted by applicable law, the Collateral Agent may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price of the Collateral or any part thereof payable at such sale. To the extent permitted by applicable law, the Debtor waives all claims, damages and demands it may acquire against the Collateral Agent arising out of the exercise by it of any rights hereunder. The Debtor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Collateral Agent or any custodian may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Collateral Agent nor any custodian shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing, nor shall it be under any obligation to take any action whatsoever with regard thereto.

10.2 Any cash held by the Collateral Agent as Collateral and all cash Proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied in whole or in part by the Collateral Agent to the payment of, reasonable out-of-pocket expenses incurred by the Collateral Agent in connection with the foregoing, including reasonable attorneys’ fees, and the balance of such proceeds shall be applied or set off against all or any part of the Secured Obligations in accordance with Section 10.4. Any surplus of such cash or cash Proceeds held by the Collateral Agent and remaining after payment in full of all the Secured Obligations shall be paid over to the Debtor or to whomsoever may be lawfully entitled to receive such surplus. The Debtor shall remain liable for any deficiency if such cash and the cash Proceeds of any sale or other realization of the Collateral are insufficient to pay the Secured Obligations and the fees and other charges of any attorneys employed by the Collateral Agent to collect such deficiency.

10.3 If the Collateral Agent shall determine to exercise its rights to sell all or any of the Collateral pursuant to this Section, the Debtor agrees that, upon request of the Collateral Agent, the Debtor will, at its own expense, do or cause to be done all such acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law.

10.4 Any cash held by the Collateral Agent as Collateral and all Proceeds received by the Collateral Agent in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral may, in the discretion of the Collateral Agent, be held by the Collateral Agent as collateral for, and/or then or at any time thereafter applied in whole or in part against, all or any part of the Secured Obligations in the following order:

(a) First, to the payment of reasonable costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by the Collateral Agent (including any costs and expenses of Collateral Agent paid by any Secured Party pursuant to Section 11, which shall be reimbursed to the Secured Party who paid such costs and expenses);

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(b) Second, to the payment to each Secured Party of reasonable costs, expenses, liabilities, and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by such Secured Party in exercising its rights or remedies in its capacity as a Secured Party or defending any claims made against such Secured Party under or in connection with this Agreement or the Promissory Notes and related documents;

(c) Third, to the payment to each Secured Party of the amount then owing or unpaid under the Promissory Notes, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid under the Promissory Notes, then its Pro Rata Share of the amount remaining to be distributed (to be applied first to accrued interest and second to any other amounts then outstanding under the Promissory Notes);

(d) Fourth, to the payment of the surplus, if any, to Debtor, its successors and assigns, or to whomsoever may be lawfully entitled to receive the same. Any surplus of such cash or Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Secured Obligations shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct.

For purposes of this Agreement, the term “Pro Rata Share” shall mean, as to each Secured Party as of any relevant date of determination, the percentage determined by dividing the outstanding principal balance of such Secured Party’s Promissory Note by the aggregate outstanding principal balance of all of the Promissory Notes. In the event that a Secured Party receives payments or distributions in excess of its Pro Rata Share, then such Secured Party shall hold in trust all such excess payments or distributions for the benefit of the other Secured Parties and shall pay such amounts held in trust to such other Secured Parties upon demand by such Secured Party.

10.5 In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Collateral Agent and Secured Parties are legally entitled, the Debtor shall be liable for the deficiency, together with interest thereon at the rate specified in the Promissory Notes for interest on overdue amounts thereunder or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the Collateral Agent and/or the Secured Parties to collect such deficiency.

10.6 The Debtor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral.

10.7 The Collateral Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Collateral Agent’s rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that the Debtor lawfully may, the Debtor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Collateral Agent’s rights under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Debtor hereby irrevocably waives the benefits of all such laws.

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10.8 Nothing herein shall operate to preclude or limit any of the Secured Parties’ rights under the Promissory Notes should an Event of Default occur, whether at law or in equity.

10.9 Debtor shall pay upon demand all costs and expenses incurred by the Secured Parties and the Collateral Agent, including without limitation reasonable attorneys’ fees and court costs, with respect to any legal action undertaken by the same as a result of any Event of Default not timely cured.

11. Collateral Agent: Pro Rata Payments.

11.1 Appointment. The Secured Parties hereby appoint Jason Griffith as the collateral agent for the Secured Parties under this Agreement (in such capacity, the “Collateral Agent”) to serve from the date hereof until the termination of this Agreement.

11.2 Powers and Duties of the Collateral Agent. Indemnity by the Secured Parties.

(a) Each of the Secured Parties hereby irrevocably authorizes the Collateral Agent to take such action and to exercise such powers hereunder as provided herein or as requested to or consented by the Secured Parties (acting together), together with such powers as are reasonably incidental thereto. The Collateral Agent may execute any of its duties hereunder or thereunder by or through agents or employees and shall be entitled to request and act in reliance upon the advice of counsel concerning all matters pertaining to its duties hereunder and thereunder and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance therewith. Subject to the provisions of this Agreement, the Collateral Agent will not take any action contrary to the express written instructions of the Secured Parties (acting together) and will take any lawful action prescribed in express written instructions of the Secured Parties (acting together). The Collateral Agent may decline to take any action except upon the express written instructions of the Secured Parties (acting together) and the Collateral Agent may request a written ratification by the Secured Parties (acting together) of any action taken by him under this Agreement, which ratification shall not be unreasonably withheld, conditioned or delayed. The Collateral Agent shall not be obligated to take any action, or engage in any course of conduct, if the Secured Parties are not in agreement as to such action or course of conduct.

(b) Subject to and upon the other terms and conditions contained herein that limit the obligations or duties of the Collateral Agent, the duties and obligations of the Collateral Agent under this Agreement shall be those of a “collateral agent” and shall consist of and be limited to: (i) acquiring, holding and enforcing the security interest granted by the Debtor in the Collateral under this Agreement; (ii) selling, releasing, surrendering, realizing upon or otherwise dealing with, in any manner and in any order, all or any portion of the Collateral, (iii) exercising (or refraining from exercising) any rights, remedies or powers of the Collateral Agent under this Agreement, the Promissory Notes, or under applicable law in respect of all or any portion of the Collateral, (iv) making any demands or giving any notices hereunder or under the other transaction documents, and (v) effecting amendments to or granting waivers or consents hereunder or under the other transaction documents.

(c) Neither the Collateral Agent nor any of his agents or representatives shall be liable or responsible for (A) the validity, effectiveness, sufficiency, enforceability or enforcement of the Promissory Notes, this Agreement, or any instrument or document delivered hereunder or thereunder or relating hereto or thereto; (B) the title of Debtor to any of the Collateral or the freedom of any of the Collateral from any prior or other liens or security interests; (C) the determination, verification or enforcement of Debtor’s compliance with any of the terms and conditions of this Agreement; or (D) the failure by Debtor to deliver any instrument or document required to be delivered pursuant to the terms hereof. The Collateral Agent shall not have or be deemed to have any fiduciary relationship with any Secured Party and no implied covenants, functions, responsibilities, duties obligations or liabilities of the Collateral Agent shall be read into this Agreement.

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(d) Except in the case of fraud, intentional misrepresentation or willful misconduct on the part of Debtor or as otherwise expressly provided for in this Agreement, no Secured Party shall take any action to collect amounts due hereunder, exercise any remedies against the Collateral or for the payment of funds by the Debtor arising out of this Agreement without the prior written consent of the Collateral Agent and the other Secured Parties.

(e) The provisions of this Section 11 are solely for the benefit of Secured Parties and the Collateral Agent, and neither the Debtor nor any other Person has any rights as a third party beneficiary of any of the provisions hereof.

11.3 Expenses. In the case of this Agreement and the transactions contemplated hereby and thereby and any related document relating to any of the Collateral, each of the Secured Parties agrees to pay to the Collateral Agent, on demand, its Pro Rata Share of all fees and all expenses incurred in connection with the operation and enforcement of this Agreement, the Promissory Notes or any related agreement to the extent that such fees or expenses have not been paid by Debtor. In the case of this Agreement and each instrument and document relating to any of the Collateral, each of the Secured Parties and the Debtor hereby agrees to hold the Collateral Agent harmless, and to indemnify the Collateral Agent from and against any and all loss, damage, expense or liability which may be incurred by the Collateral Agent under this Agreement and the transactions contemplated hereby and any related agreement or other instrument or document, as the case may be, unless such liability shall be caused by the willful misconduct or gross negligence of the Collateral Agent.

11.4 Successor Agent. The Collateral Agent may resign at any time by giving written notice thereof to the Secured Parties and the Debtor and may be removed at any time for cause by any Secured Party, Except as provided above, upon any such resignation or removal, the Secured Parties (which shall not include the Secured Party that was previously the Collateral Agent) shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by such Secured Parties, and shall have accepted such appointment, within sixty (60) days after the retiring Collateral Agent’s giving of notice of resignation or the Secured Parties’ removal of the retiring Collateral Agent, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent, Upon the acceptance of any appointment as the Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from his duties and obligations as the Collateral Agent under this Agreement. After any retiring the Collateral Agent’s resignation or removal hereunder as the Collateral Agent, the provisions of this Section 10 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Agreement.

11.5 Pro Rata Payment. The Promissory Notes, and the claims of the Secured Parties in respect of the indebtedness, obligations and liabilities of Debtor thereunder, shall be pari passu in right of payment with respect to each other. All payments to each of the Secured Parties under the Promissory Notes shall be made ratably among the Secured Parties in accordance with their respective Pro Rata Shares. Debtor shall not make, and no Secured Party shall accept, any payment in respect of the Promissory Notes except as shall be shared ratably between the Secured Parties so as to maintain as near as possible the amount of the indebtedness owing under the Promissory Notes according to the Secured Parties’ respective Pro Rata Shares.

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11.6 Turnover. If any Secured Party obtains any payment or distribution (whether voluntary, involuntary, by prepayment, through the exercise of any right granted to the Collateral Agent or any Secured Party under this Agreement or the Promissory Notes, or by applicable law or otherwise, including, without limitation, by application of offset, security interest or otherwise) of principal, interest or other amount with respect to the Promissory Notes or the Collateral in excess of such Secured Party’s Pro Rata Share, as measured immediately prior to the receipt of such payment or payments, then (a) the Secured Party receiving such payment or distribution in excess of its Pro Rata Share shall distribute promptly to each of the other Secured Parties an amount sufficient to cause all Secured Parties to receive their respective Pro Rata Shares of any such payment or distribution, and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Secured Parties share the benefits of such payment on a Pro Rata Share basis. Until such time as the provisions of the previous sentence are complied with, such Secured Party shall be deemed to hold such Collateral or such payments in trust for the other Secured Parties entitled thereto hereunder. Notwithstanding the foregoing, the reimbursable attorneys’ fees, expenses and costs incurred by the Collateral Agent or the Secured Parties and those that are incurred disproportionally (i.e., not consistent with each Secured Party’s Pro Rata Share) among the Secured Parties pursuant to the terms and provisions hereof shall be paid to the Collateral Agent or the Secured Parties, as applicable, in proportion to the amounts actually incurred by and respective to the Collateral Agent or the Secured Parties, as applicable.

11.7 Agency for Perfection. The Collateral Agent hereby appoints each other Secured Party as its agent for the purpose of perfecting the Collateral Agent’s security interest in assets which, in accordance with Division 9 of the UCC can be perfected by possession. Should any Secured Party (other than the Collateral Agent) obtain possession of any such Collateral, such Secured Party shall notify the Collateral Agent thereof, and, promptly upon the Collateral Agent’s request therefor shall deliver such Collateral to the Collateral Agent or in accordance with the Collateral Agent’s reasonable instructions.

11.8 Indemnification. Each Secured Party shall indemnify and hold harmless Collateral Agent and its agents, attorneys, and advisors, to the extent not reimbursed by Debtor, based on each Secured Party’s Pre Rata Share, against all claims that may be incurred by or asserted against Collateral Agent or its agents, attorneys, or advisors, provided that such claim relates to or arises from its acting as or for Collateral Agent. In Collateral Agent’s discretion, it may reserve for any such claims made against Collateral Agent (or its agents, attorneys, or advisors), and may satisfy any judgment, order or settlement relating thereto, from proceeds of Collateral prior to making any distribution of Collateral proceeds to Secured Parties. If Collateral Agent is sued by any receiver, bankruptcy trustee, debtor-in-possession or other person or entity for any alleged preference or fraudulent transfer, then any monies paid by Collateral Agent in settlement or satisfaction of such proceeding, together with all interest, costs and expenses (including attorneys’ fees) incurred in the defense of same, shall be promptly reimbursed to Collateral Agent by each Secured Party to the extent of its Pro Rata Share.

12. No Waiver and Cumulative Remedies. The Collateral Agent shall not by any act (except by a written instrument pursuant to Section 14), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

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13. Security Interest Absolute. All rights of the Collateral Agent and liens and security interests hereunder, and all Secured Obligations of the Debtor hereunder, shall be absolute and unconditional irrespective of:

13.1 any illegality or lack of validity or enforceability of any Secured Obligation or any related agreement or instrument;

13.2 any change in the time, place or manner of payment of, or in any other term of, the Secured Obligations;

13.3 any taking, exchange, substitution, release, impairment or non-perfection of any Collateral or any other collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the Secured Obligations;

13.4 any manner of sale, disposition or application of proceeds of any Collateral or any other collateral or other assets to all or part of the Secured Obligations;

13.5 any default, failure or delay, willful or otherwise, in the payment or performance of the Secured Obligations;

13.6 any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to, or be asserted by, the Debtor against the Collateral Agent; or

13.7 any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Promissory Motes or any existence of or reliance on any representation by the Collateral Agent that might vary the risk of the Debtor or otherwise operate as a defense available to, or a legal or equitable discharge of, the Debtor or any other debtor, grantor, guarantor or surety (other than a defense of payment).

14. Amendments. None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any departure by the Debtor therefrom shall be effective unless the same shall be in writing and signed by the Collateral Agent and the Debtor, and then such amendment, modification, supplement, waiver or consent shall be effective only in the specific instance and for the specific purpose for which made or given.

15. Addresses For Notices. All notices and other communications provided for in this Agreement shall be in writing and shall be given in the manner and become effective as set forth in the Promissory Notes, and addressed to the respective parties at their addresses as specified on the signature pages hereof or as to either party at such other address as shall be designated by such party in a written notice to each other party.

16. Continuing Security Interest: Further Actions. This Agreement shall (a) subject to Section 17, remain in full force and effect until payment in full of the Secured Obligations, (b) be binding upon the Debtor, its successors and assigns, and (c) inure to the benefit of the Collateral Agent and its successor, transferees and assigns; provided that the Debtor may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent.

17. Termination: Release. On the date on which all Secured Obligations have been paid and performed in full, the Collateral Agent will, at the request and sole expense of the Debtor, (a) duly assign, transfer and deliver to or at the direction of the Debtor (without recourse and without any representation or warranty) such of the Collateral as may then remain in the possession of the Collateral Agent, together with any monies at the time held by the Collateral Agent hereunder, and (b) execute and deliver to the Debtor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement.

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18. CHOICE OF LAW, VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE.

18.1 Nevada law governs this Agreement without regard to principles of conflicts of law. Debtor and Collateral Agent each submit to the exclusive jurisdiction of the State and Federal courts in Clark County, Nevada; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Collateral Agent from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Secured Obligations, or to enforce a judgment or other court order in favor of Collateral Agent. Debtor expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Debtor hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Debtor hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Debtor at the address set forth in, or subsequently provided to Collateral Agent in accordance with, Section 15 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Debtor’s actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.

18.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DEBTOR AND COLLATERAL AGENT EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE REIMBURSEMENT AGREEMENT OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

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

20. Termination of Prior Security Agreements. Any security agreements previously executed by Debtor in favor of any of the Secured Parties are hereby superceded and replaced in their entirety by this Agreement, and such prior security agreements shall no longer be deemed to be in effect.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

QUEST SOLUTION, INC.,
as Debtor
By:	/s/ Tom Miller
	Tom Miller,
	Chief Executive Officer
Address for Notices:
806 Conger Street
Eugene, OR 97402
JASON GRIFFITH,
as Collateral Agent
By:	/s/ Jason Griffith
	Jason Griffith
Address for Notices:
2580 Anthem Village Drive
Henderson, NV 89052

ACCEPTED AND AGREED TO BY THE FOLLOWING SECURED PARTIES:

/s/ JASON GRIFFITH

JASON GRIFFITH, individually

Security Agreement

Quest Solution, Inc./J. Griffith

S-1

EX-10.13

SECOND AMENDMENT

TO

EMPLOYMENT AGREEMENT

BETWEEN

QUEST SOLUTION, INC.

AND

THOMAS O. MILLER

The Employment Agreement, dated May 1, 2015, as amended by that certain First Amendment to Employment Agreement, dated September 3, 2015 (collectively, the “Employment Agreement”), by and between Quest Solution, Inc., a Delaware corporation (the “Company”), and Thomas O. Miller, an individual (the “Executive”) is hereby amended, effective as of October 1, 2015 (the “Effective Date”), as set forth herein.

Paragraph 1.1 of the Employment Agreement is hereby is amended by deleting Paragraph 1.1 in its entirety and substituting the following in its place:

1.1 Position. Executive shall serve as the Company’s President and Chairman of the Board, with such duties as are customarily associated with the position of a President for a public company. Notwithstanding the foregoing, Executive shall report to and perform the specific duties and responsibilities assigned to him by the Company’s Board of Directors.

Except as specifically amended herein, all other terms and conditions of the Employment Agreement shall remain unchanged and shall continue in full force and effect.

[Signature Page Follows.]

IN WITNESS WHEREOF, the Company and the Executive have executed this Second Amendment to Employment Agreement as of the Effective Date.

QUEST SOLUTION, INC.
By:	/s/ Tom Miller
Name:	Tom Miller
Title:	Chief Executive Officer

EXECUTIVE
By:	/s/ Thomas O. Miller
Name:	Thomas O. Miller

Signature Page to Second Amendment to Employment Agreement