LIST OF EXHIBITS AND SCHEDULES Exhibit 2.1 Form of Revolving Credit Note Exhibit 2.3 Form of Term Loan Note Exhibit 3.11 Form of U.S. Tax Compliance Certificate Exhibit 9.1.3 Form of Compliance Certificate Exhibit 9.1.4 Form of Borrowing Base Certificate Exhibit 13.5 Form of Assignment and Acceptance Schedule 1 Commitment Schedule Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Lenders Schedule 6.1 Commercial Tort Claims Schedule 7.1.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 Capital Structure Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 Environmental Schedule 8.1.17 Contracts Restricting Right to Incur Debts Schedule 8.1.18 Litigation Schedule 8.1.20 Pension Plans Schedule 8.1.22 Labor Relations Schedule 8.1.23 Leases Schedule 9.2.2 Existing Debt Schedule 9.2.4 Existing Liens Schedule 9.2.10 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements THIS LOAN, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of August 5, 2020, by and among PNC Bank, National Association (successor to BBVA USA) (“PNC”), individually as a Lender, as administrative agent (in such capacity, “Administrative Agent”) for itself and any other financial institution which is or becomes a party hereto as a lender (each such financial institution, including PNC, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), and as collateral agent (in such capacity, “Collateral Agent”) for the Lenders, Quest Resource Management Group, LLC, a Delaware limited liability company (“Quest”), Landfill Diversion Innovations, L.L.C., a Delaware limited liability company (“Landfill”), Sustainable Solutions Group, LLC, a Delaware limited liability company (“SSG”), RWS Facility Services, LLC a Delaware limited liability company (“RWS”, and together with Quest, Landfill, RWS, SSG and each hereafter arising Subsidiary of any Borrower and each other Person joined hereto as a “Borrower”, individually a “Borrower” and collectively “Borrowers”), and each of Quest Resource Holding Corporation, a Nevada corporation (“Holdings”), and Quest Sustainability Services, Inc., a Delaware corporation (F/K/A Earth911, Inc.) (“Parent”), Youchange, Inc., an Arizona corporation (“Youchange”), Quest Vertigent Corporation, a Nevada corporation (“Vertigent”), Quest Vertigent One, LLC, a Delaware limited liability company (“Vertigent One”), and Global Alerts, LLC, a Delaware limited liability company (“Global Alerts”, and together with Holdings, Parent, Youchange, Vertigent and Vertigent One, individually a “Guarantor” and collectively, “Guarantors”).
