Common use of LIST OF EXHIBITS AND SCHEDULES Clause in Contracts

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”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 Form of Revolving Credit A Revolver 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 B Assignment and Acceptance Schedule 1 Commitment Schedule Exhibit C Assignment Notice Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Commitments of Lenders Schedule 1.2 Ineligible Lenders Pre-Closing Financial Information Schedule 6.1 Commercial Tort Claims 1.3 Material Contracts Schedule 7.1.1 Business 1.4 Pledged Foreign Subsidiaries Schedule 7.8 Foreign Intellectual Property Filings Schedule 8.5 Deposit Accounts Schedule 8.6.1 Collateral Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.5 Former Names and Companies Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.15 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.16 Restrictive Agreements Schedule 8.1.18 9.1.17 Litigation Schedule 8.1.20 9.1.19 Pension Plans Schedule 8.1.22 9.1.21 Labor Relations Contracts Schedule 8.1.23 Leases 9.1.9. Surety Obligations Schedule 9.2.2 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.8 Restrictions on Payment of Certain Debt - from Paper Group Sale Schedule 10.2.17 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements Affiliate Transactions THIS LOAN, LOAN AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made dated as of August 5February 22, 20202008, 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 InnovationsBOISE CASCADE, L.L.C., a Delaware limited liability company (“LandfillBoise Cascade”), Sustainable Solutions GroupBOISE BUILDING SOLUTIONS DISTRIBUTION, LLCL.L.C., a Delaware limited liability company (“SSGBoise Distribution”)) and BOISE BUILDING SOLUTIONS MANUFACTURING, 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, LLCL.L.C., a Delaware limited liability company (“Vertigent One”), and Global Alerts, LLC, a Delaware limited liability company (“Global AlertsBoise Manufacturing”, and together with HoldingsBoise Cascade and Boise Distribution, Parent, Youchange, Vertigent and Vertigent One, individually a “Guarantor” and collectively, “Borrowers”), BOISE BUILDING SOLUTIONS MANUFACTURING HOLDINGS CORP., a Delaware corporation (“Boise Manufacturing Holding”), BC CHILE INVESTMENT CORPORATION, a Delaware corporation (“BC Chile Investment”), and BC BRAZIL INVESTMENT CORPORATION, a Delaware corporation (“BC Brazil Investment”, and together with Boise Manufacturing Holding and BC Chile Investment], collectively, “Initial Guarantors”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”) and BANK OF AMERICA, N.A., a national banking association, as agent for Lenders (in such capacity, “Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A-1 Form of Revolving Credit Canadian Revolver Note Exhibit 2.3 Form of Term Loan Note Exhibit 3.11 A-2 Form of U.S. Tax Compliance Certificate Revolver Note Exhibit 9.1.3 A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit 9.1.4 E Form of Borrowing Base Certificate Exhibit 13.5 Form Debenture Schedule E-1 Existing Letters of Assignment and Acceptance Schedule 1 Commitment Schedule Credit Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Commitments of Lenders Schedule 6.1 Commercial Tort Claims 1.1A Mandatory Cost Formulae Schedule 7.1.1 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business 9.1.9 Environmental Matters Schedule 8.1.4 9.1.12 ERISA Compliance Schedule 9.1.13 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.21 Labor Contracts 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 10.2.1 Existing Liens Schedule 9.2.10 Existing 10.2.2 Permitted Investments Schedule 9.2.14 Existing Restrictive Agreements 10.2.3 Permitted Debt THIS LOANSECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22, SECURITY AND GUARANTY AGREEMENT 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation (this “AgreementParent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) is made as CALLAWAY GOLF EUROPE LTD., a company organized under the laws of August 5, 2020, by and among PNC Bank, National Association England (successor to BBVA USAregistered number 02756321) (“PNCU.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), individually the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as a Lenderlenders (collectively, 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 BANK OF AMERICA, N.A., a national banking association, as collateral administrative agent (in such capacity, “Collateral Agent”) and as security trustee for the Lenders, Quest Resource Management Group, LLC, a Delaware limited liability company Lenders (“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, “GuarantorsAgent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 Form of Revolving Credit A Domestic Revolver Note Exhibit 2.3 Form of Term Loan B UK Revolver Note Exhibit 3.11 Form of U.S. Tax Compliance Certificate C Assignment and Acceptance Exhibit 9.1.3 Form of Compliance Certificate D Assignment Notice Exhibit 9.1.4 Form of E Borrowing Base Certificate Exhibit 13.5 F Compliance Certificate Exhibit G Notice of Borrowing Exhibit H Notice of Conversion/Continuation Exhibit I Form of Assignment and Acceptance Schedule 1 Commitment Schedule Joinder Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Revolver Commitments of Lenders Schedule 6.1 7.1 Commercial Tort Claims Schedule 7.1.1 Business 7.4 Mortgages Schedule 8.5 Deposit Accounts Schedule 8.6.1 Locations of Collateral Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 Existing 10.2.5 Permitted Investments Schedule 9.2.14 Existing 10.2.7 Permitted Asset Dispositions Schedule 10.2.15 Restrictive Agreements Schedule 10.2.18 Existing Affiliate Transactions Schedule 11 Mandatory Costs Schedule 11.1 Events not Constituting an Event of Default THIS LOANLOAN AND SECURITY AGREEMENT is dated as of January 7, SECURITY AND GUARANTY AGREEMENT 2009 (this “Agreement”) is made as of August 5), 2020among COMMERCIAL VEHICLE GROUP, by and among PNC BankINC., National Association a Delaware corporation (successor to BBVA USA) (the “PNCCompany”), individually each Domestic Borrower (as a Lenderherein defined) from time to time party hereto, each UK Borrower (as administrative agent herein defined) from time to time party hereto (in such capacitytogether, each Domestic Borrower, UK Borrower and the Company, collectively, “Administrative AgentBorrowers”) for itself and any other ), the financial institution which is or becomes a institutions party hereto to this Agreement from time to time as a lender lenders (each such financial institutioncollectively, including PNC, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), and BANK OF AMERICA, N.A., as collateral agent for Lenders (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”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 Form of Revolving Credit Note A-1 Assignment Exhibit 2.3 Form of Term Loan Note A-2 Assignment Notice Exhibit 3.11 Form of B Borrowing Base Report Exhibit C Compliance Certificate Exhibit D-1 U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit 9.1.3 Form of D-2 U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit 9.1.4 Form D-3 U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit D-4 U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes) Schedule 1.1(a) Commitments of Borrowing Base Certificate Exhibit 13.5 Form of Assignment and Acceptance Schedule 1 Commitment Schedule Schedule 1.1 Deemed EBITDA Lenders Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Lenders Permitted Holders Schedule 6.1 Commercial Tort Claims Subordinated Debt Schedule 7.1.1 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.5 Owned or Leased Real Estate Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.15 Restrictive Agreements Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 Labor 9.1.19 Trade Relations Schedule 8.1.23 Leases 9.1.20 Labor Contracts Schedule 9.2.2 10.1.3 Post-Closing Matters Schedule 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.17 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements Affiliate Transactions THIS LOAN, SECURITY AND GUARANTY GUARANTEE AGREEMENT (this “Agreement”) is made dated as of August 57, 20202023, 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 GroupNATIONAL CINEMEDIA, LLC, a Delaware limited liability company (“QuestNCM”, and together with any other Person from time to time designated as a borrower hereunder, collectively, the “Borrowers” and each, individually, a “Borrower”), Landfill Diversion Innovationsthe other Obligors from time to time party hereto, L.L.C.the financial institutions party to this Agreement from time to time as Lenders, a Delaware limited liability company (“Landfill”), Sustainable Solutions Group, and CIT NORTHBRIDGE CREDIT LLC, a Delaware limited liability company (“SSGCNC”), RWS Facility Services, LLC a Delaware limited liability company as agent for the Secured Parties (“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 collectivelyin such capacity, “GuarantorsAgent”).

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 A Form of Assignment and Acceptance Schedule 1 Commitment Schedule Exhibit B Form of Notice of Borrowing Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Commitments of Lenders Schedule 1.2 Ineligible Lenders Eligible Unbilled Account Obligors Schedule 6.1 Commercial Tort Claims 1.3 Eligible Account Obligors Owing Investment Grade Receivables Schedule 7.1.1 Business Locations 2.2 Existing Letters of Credit Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business 8.5 Deposit Accounts and Securities Accounts Schedule 8.1.4 9.1.4 Material Debt and Other Liabilities Schedule 9.1.16 Restrictive Agreements Schedule 9.1.18 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.19 Locations of Offices Schedule 8.1.13 Brokers’ Fees 9.1.21 Intellectual Property Schedule 8.1.14 Patents9.1.24 Hedging Agreements Schedule 9.1.25(a) Filing Offices Schedule 10.1.17 Post-Closing Undertakings Schedule 10.2.1(i) Closing Date Borrowed Money Schedule 10.2.4 Investments THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of February 2, 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 2022 (this “Agreement”) is made as of August 5), 2020among PAR PETROLEUM, by and among PNC BankLLC, National Association a Delaware limited liability company (successor to BBVA USA) (the “PNCCompany”), 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 GroupPAR HAWAII, LLC, a Delaware limited liability company (“QuestPHI”), Landfill Diversion InnovationsHERMES CONSOLIDATED, L.L.C.LLC (d/b/a Wyoming Refining Company), a Delaware limited liability company (“LandfillHermes”), Sustainable Solutions Group, and WYOMING PIPELINE COMPANY LLC, a Delaware Wyoming 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 “BorrowerWPC” and collectively collectively, with the Company, PHI and Hermes, “Borrowers”), and each certain subsidiaries of Quest Resource Holding Corporationthe Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as Lenders, BANK OF AMERICA, N.A., a Nevada corporation national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “HoldingsAdministrative Agent”). This Agreement amends and restates in its entirety that certain Loan and Security Agreement, dated as of December 21, 2017 (the “Original Closing Date”), by and Quest Sustainability Servicesamong the Company and the other borrowers party thereto, Inc.the guarantors party thereto from time to time, a Delaware corporation the lenders party thereto from time to time and Bank of America (F/K/A Earth911as hereinafter defined) as administrative agent and collateral agent (as amended by that First Amendment to Loan and Security Agreement, Inc.) (“Parent”)dated as of April 3, Youchange2018, Inc.that certain Increase Agreement, an Arizona corporation (“Youchange”)dated as of July 24, Quest Vertigent Corporation2018, a Nevada corporation (“Vertigent”)that certain Second Amendment and Limited Waiver to Loan and Security Agreement, Quest Vertigent Onedated as of October 16, LLC2018, a Delaware limited liability company (“Vertigent One”)that certain Third Amendment to Loan and Security Agreement, dated as of December 14, 2018, that certain Fourth Amendment to Loan and Security Agreement, dated as of January 11, 2019, that certain Consent, dated as of August 15, 2019, that certain Fifth Amendment to Loan and Security Agreement, dated as of June 5, 2020, and Global Alertsas otherwise amended, LLCrestated, a Delaware limited liability company (amended and restated, supplemented or otherwise modified from time to time immediately prior to the effectiveness of this Agreement, the “Global Alerts”, and together with Holdings, Parent, Youchange, Vertigent and Vertigent One, individually a “Guarantor” and collectively, “GuarantorsExisting Credit Agreement”).

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 A Assignment and Acceptance Schedule 1 Commitment Schedule Exhibit B Assignment Notice Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Commitments of Lenders Schedule 6.1 Commercial Tort Claims 1.1C Eligible Inventory Schedule 7.1.1 Business Locations 1.1S Specified Closing Date Holders Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business 6.3 Post-Restatement Effective Date Conditions Schedule 8.1.4 8.5 Deposit Accounts Schedule 8.6.1 Equity Interests Schedule 8.6.2 Debt Securities Instruments Schedule 8.8 Letters of Credit Schedule 8.9.1 Location of Collateral Schedule 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.5 Real Property in Special Flood Hazard Zone Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.15 Restrictive Agreements Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases 10.2.1 Permitted Debt; Borrowed Money Schedule 9.2.2 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.17 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements Affiliate Transactions THIS AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) ), is made dated as of August March 5, 20202018, 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 CorporationTURTLE BEACH CORPORATION, a Nevada corporation (“Holdings”)corporation, and Quest Sustainability Services, Inc., a Delaware corporation (F/K/A Earth911, Inc.) formerly known as Parametric Sound Corporation (“Parent”), YouchangeVOYETRA TURTLE BEACH, Inc.INC., an Arizona a Delaware corporation (“YouchangeVoyetra”; and together with Parent, individually “US Borrower,” and individually and collectively, jointly and severally, “US Borrowers”), Quest Vertigent CorporationTURTLE BEACH EUROPE LIMITED, a Nevada company limited by shares and incorporated in England and Wales with company number 03819186 (“Turtle Beach,” also referred to hereinafter as “UK Borrower”; and together with US Borrowers, individually “Borrower” and individually and collectively, “Borrowers”), VTB HOLDINGS, INC., a Delaware corporation (“VertigentVTB” or “US Guarantor”), 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 HoldingsUS Borrowers, Parentindividually a “UK Guarantor” and individually and collectively, Youchangejointly and severally, Vertigent “UK Guarantors”; UK Guarantors and Vertigent OneUS Guarantors, individually a “Guarantor,” and individually and collectively, “Guarantors”); the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as agent collateral agent and security trustee for Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and Bank of America as sole lead arranger and sole book runner for the Lenders.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Form of Revolving Credit Note Assignment and Acceptance Exhibit 2.3 B Form of Term Loan Note Assignment Notice Exhibit 3.11 Form of U.S. Tax Compliance Certificate Exhibit 9.1.3 Form of Compliance Certificate Exhibit 9.1.4 C Form of Borrowing Base Certificate Exhibit 13.5 D Form of Assignment and Acceptance Schedule 1 Commitment Schedule Compliance Certificate Exhibit E Form of Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Secured Bank Products Provider Agreement Exhibit 2.1.2 Form of Revolver Note Exhibit 2.2.2 Form of Term Note Exhibit 2.5.4 Form of DDTL Note Exhibit 6.1(g) Form of Solvency Certificate Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Commitments of Lenders Schedule 6.1 Commercial Tort Claims 8.5 Deposit Accounts Schedule 7.1.1 8.6.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.5 Owned Real Estate Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.15 Restrictive Agreements Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.5 Existing Investments Schedule 9.2.14 10.2.16 Existing Restrictive Agreements Affiliate Transactions Schedule 14.3.1 Notice Addresses THIS LOAN, AMENDED AND RESTATED LOAN AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made dated as of August 5April 12, 20202021, by and among PNC BankVINTAGE WINE ESTATES, National Association (successor to BBVA USA) INC., a California corporation (“PNCBorrower Agent”), individually each Subsidiary of Borrower Agent party to this Agreement from time to time (together with Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as a Lenderlenders (collectively, “Lenders”), and BANK OF THE WEST (“Bank of the West”), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), Bank of the West and City National Bank, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, collectively the “Joint Lead Arrangers”), Bank of the West, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), Bank of the West, as syndication agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Syndication 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 Bank of the West as collateral documentation 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 Questits successors and assigns in such capacity, Landfill, RWS, SSG and each hereafter arising Subsidiary of any Borrower and each other Person joined hereto as a the “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, “GuarantorsDocumentation Agent”).

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 A Assignment and Acceptance Schedule 1 Commitment Schedule Exhibit B Assignment Notice Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Commitments of Lenders Schedule 6.1 Commercial Tort Claims 1.1C Eligible Inventory Schedule 7.1.1 Business Locations 1.1S Specified Closing Date Holders Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business 6.3 Post-Second Amendment Effective Date Conditions Schedule 8.1.4 8.5 Deposit Accounts Schedule 8.6.1 Equity Interests Schedule 8.6.2 Debt Securities Instruments Schedule 8.8 Letters of Credit Schedule 8.9.1 Location of Collateral Schedule 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.5 Real Property in Special Flood Hazard Zone Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.15 Restrictive Agreements Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases 10.2.1 Permitted Debt; Borrowed Money Schedule 9.2.2 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.17 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements Affiliate Transactions THIS AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) ), is made dated as of August March 5, 20202018, by and among PNC BankTURTLE BEACH CORPORATION, National Association (successor to BBVA USA) a Nevada corporation, formerly known as Parametric Sound Corporation (“PNCParent”), individually as VOYETRA TURTLE BEACH, INC., a Lender, as administrative agent Delaware corporation (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 “LendersVoyetra”), and as collateral agent (in such capacity, “Collateral Agent”) for the Lenders, Quest Resource Management Group, TBC HOLDING COMPANY LLC, a Delaware limited liability company (“QuestTBC Holding”), Landfill Diversion Innovations, L.L.C.; PERFORMANCE DESIGNED PRODUCTS LLC, a Delaware California limited liability company (“LandfillPerformance Designed”; and together with Parent, Voyetra, and TBC Holding, individually “US Borrower,” and individually and collectively, jointly and severally, “US Borrowers”), Sustainable Solutions Group, LLCTURTLE BEACH EUROPE LIMITED, a Delaware company limited liability by shares and incorporated in England and Wales with company number 03819186 (“SSGTurtle Beach,” also referred to hereinafter as “UK Borrower”), 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”US Borrowers, individually a “Borrower” and collectively individually and collectively, “Borrowers”), and each of Quest Resource Holding CorporationVTB HOLDINGS, a Nevada corporation (“Holdings”), and Quest Sustainability Services, Inc.INC., a Delaware corporation (F/K/A Earth911, Inc.) (“ParentVTB” and “US Guarantor”), 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 HoldingsUS Borrowers, Parentindividually a “UK Guarantor” and individually and collectively, Youchangejointly and severally, Vertigent “UK Guarantors”; UK Guarantors and Vertigent OneUS Guarantors, individually a “Guarantor,” and individually and collectively, “Guarantors”); the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as agent collateral agent and security trustee for Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and Bank of America as sole lead arranger and sole book runner for the Lenders.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 Form of Revolving Credit A-1 Canadian Revolver Note Exhibit 2.3 Form of Term Loan A-2 U.S. Revolver 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 B Assignment and Acceptance Schedule 1 Commitment Schedule Exhibit C Assignment Notice Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Commitments of Lenders Schedule 1.2 Ineligible Lenders Existing Letters of Credit Schedule 6.1 Commercial Tort Claims 1.3 Certain Cash and Non-Cash Expenses Schedule 7.1.1 1.4 Existing Contingent Obligations Schedule 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 9.1.16 Burdensome Contracts Restricting Right to Incur Debts Schedule 8.1.18 9.1.17 Litigation Schedule 8.1.20 9.1.16 Pension Plans Schedule 8.1.22 9.1.21 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 10.2.1 Existing Debt for Borrowed Money Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.17 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements Affiliate Transactions \8885650.14 THIS LOAN, AMENDED AND RESTATED LOAN AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made dated as of August 5July 16, 20202009, by and among PNC BankSPHERION CORPORATION, National Association (successor to BBVA USA) a Delaware corporation (“PNCCompany” and a “U.S. Borrower”), individually each of the Subsidiaries of the Company that may become U.S. borrowers hereunder as provided in Section 10.1.9 or otherwise (each a “U.S. Borrower” and together with the Company, the “U.S. Borrowers”), 6063721 CANADA INC., a Canadian corporation (the “Canadian Borrower” and together with the U.S. Borrowers, collectively, “Borrowers”), each of the Persons identified on the signature pages hereto as a Lender, as administrative agent (in such capacity, “Administrative Agent”) for itself guarantor and any other financial institution which is or Person that becomes a party hereto guarantor hereunder as a lender provided in Section 10.1.9 or otherwise (each such financial institution, including PNC, is referred to hereinafter individually as a “Lender” and collectively Guarantor”), the financial institutions party to this Agreement from time to time as the lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as collateral agent and administrative agent for the Lenders (in such capacity, “Collateral Agent”) for the Lenders), Quest Resource Management GroupXXXXX FARGO FOOTHILL, 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”as Syndication Agent, and together with QuestREGIONS BANK, 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”)SUNTRUST BANK, and each of Quest Resource Holding CorporationSIEMENS FINANCIAL SERVICES, a Nevada corporation (“Holdings”)INC., 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”)as Co-Documentation Agents. .

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Form of Revolving Credit Revolver Note Exhibit 2.3 B Forms of Term Notes Exhibit C Form of Term Loan Note Notice of Conversion/Continuation Exhibit 3.11 D Form of U.S. Tax Notice of Borrowing Exhibit E Compliance Certificate Exhibit 9.1.3 F Opinion Letter Requirements Exhibit G Form of Compliance Certificate Assignment and Acceptance Exhibit 9.1.4 H Form of Notice Exhibit I Joint Ventures Constituting Permitted Affiliates Exhibit J Approved Processors Exhibit K Form of Borrowing Base Certificate Exhibit 13.5 Form of Assignment and Acceptance L Imported Inventory Agreement Schedule 1 Commitment Commitments Schedule 2 Notice Addresses 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 8.1.1 Borrowers’ Business Locations Schedule 8.1.1 8.1.2 Borrowers’ Insurance Schedule 9.1.1 Jurisdictions in which any Borrower Borrowers and each Subsidiary is Authorized to do Business Schedule 8.1.4 9.1.4 Capital Structure of Borrowers Schedule 8.1.5 Names; Organization 9.1.5 Corporate Names Schedule 8.1.13 Brokers’ Fees 9.1.12 Surety Obligations Schedule 8.1.14 9.1.13 Tax Identification and Organizational Identification Numbers of Borrowers and Subsidiaries Schedule 9.1.15 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 Environmental Schedule 8.1.17 9.1.18 Contracts Restricting Borrowers’ Right to Incur Debts Schedule 8.1.18 9.1.19 Litigation Schedule 8.1.20 Pension Plans 9.1.21 Capitalized and Operating Leases Schedule 8.1.22 9.1.23 Labor Relations Schedule 8.1.23 Leases 9.1.27 Real Property Schedule 9.2.2 Existing Debt 9.1.28 Environmental Matters Schedule 9.2.4 Existing 9.1.30 Bank Accounts Schedule 10.2.5 Permitted Liens Schedule 9.2.10 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements 10.2.8 Restrictions on Upstream Payments THIS LOAN, AMENDED AND RESTATED CREDIT AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of August 5on May 9, 20202006, by and among PNC BankPNA GROUP, National Association INC. (successor individually “PNA” and, in its capacity as the representative of the other Borrowers pursuant to BBVA USA) (Section 4.4 hereof, “PNCBorrower Agent”), individually as a LenderDelaware corporation with its chief executive office and principal place of business at 000 Xxxxxxxxxx Xxxx, as administrative agent Xxxxx 000, Xxxxxxx, Xxxxxxx 00000; XXXXX PIPE & STEEL COMPANY, an Arizona corporation (in such capacity, “Administrative AgentXxxxx”) for itself with its chief executive office and any other financial institution which is or becomes principal place of business at 0000 Xxx Xxxxxx, Suite 600, Houston, Texas 77056; INFRA-METALS CO., formerly known as Preussag International Steel Corporation, a party hereto as a lender Georgia corporation (each such financial institution, including PNC, is referred to hereinafter individually as a “Lender” and collectively as the “LendersInfra-Metals”), with its chief executive office and as collateral agent (in such capacityprincipal place of business at 000 Xxxxxxxxxx Xxxx, “Collateral Agent”) for the LendersXxxxx 000, Quest Resource Management GroupXxxxxxx, LLCXxxxxxx 00000; FERALLOY CORPORATION, a Delaware corporation (“Feralloy”) with its chief executive office and principal place of business at 0000 X. Xxxxxxx, Chicago, Illinois 60631; DELTA STEEL L.P., a Texas limited partnership and successor by conversion to Delta Steel, Incorporated (“Delta Steel”) with its chief executive office and principal place of business at 0000 Xxx Xxxxxx, Suite 600, Houston, Texas 77056; DELTA GP, L.L.C., a Texas limited liability company (“Questdelta GP”)) with its chief executive office and principal place of business at 0000 Xxx Xxxxxx, Landfill Diversion InnovationsSuite 600, Houston, Texas 77056; DELTA LP, L.L.C., a Delaware limited liability company (“LandfillDelta LP”)) with its chief executive office and principal place of business at 000 Xxxxxxxxxx Xxxx, Sustainable Solutions GroupXxxxx 000, LLCXxxxxxx, Xxxxxxx 00000; DELNOR CORPORATION, a Texas corporation (“Delnor”) with its chief executive office and principal place of business at 0000 Xxx Xxxxxx, Suite 600, Houston, Texas 77056; TRAVEL MERGER CORPORATION, a Delaware limited liability company corporation (“SSGMerger Sub”) with its chief executive office and principal place of business at 000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000; and TRAVEL MAIN CORPORATION, a Delaware corporation (“PropertyCo”) with its chief executive office and principal place of business at 000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 (PNA, Xxxxx, Infra-Metals, Feralloy, Delta Steel, Delta GP, Delta LP, Delnor, Merger Sub And PropertyCo being referred to collectively as “Borrowers,” and individually as a “Borrower”); the various financial institutions listed on the signature pages hereof and their respective successors and permitted assigns which become “Lenders” as provided herein; BANK OF AMERICA, RWS Facility ServicesN.A., a national banking association with an office at 000 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, as successor agent to Fleet Capital Corporation in its capacity as collateral and administrative agent for the Lenders pursuant to section 13 hereof (together with its successors in such capacity, “Administrative Agent”); XXXXX FARGO FOOTHILL, LLC a Delaware limited liability company company, in its capacity as syndication agent for the Lenders pursuant to Section 13 hereof (“RWS”, and together with Questits successors in such capacity, 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 “BorrowersSyndication Agent”), and each of Quest Resource Holding CorporationTHE CIT GROUP/BUSINESS CREDIT, INC., a Nevada corporation New York corporation, LASALLE BANK NATIONAL ASSOCIATION, a national banking association and WACHOVIA CAPITAL FINANCE CORPORATION (“Holdings”CENTRAL), and Quest Sustainability Services, Inc., a Delaware an Illinois corporation in their capacities as co-documentation agents for the Lenders pursuant to Section 13 hereof (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 Holdingstheir successors in such capacity, Parent, Youchange, Vertigent and Vertigent One, individually a “GuarantorCo-Documentation Agents” and collectivelycollectively with Administrative Agent and Syndication Agent, the “GuarantorsAgents”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 Form of Revolving Credit A Revolver 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 B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Collateral Access Agreement Exhibit E Domestic Pledge Agreement Exhibit F Additional Borrower Counterpart Exhibit G Non-Offset Letter Exhibit H Imported Goods Agreement Schedule 1 Commitment 1.1A Revolver Commitments of Lenders Schedule 1.1B License Agreements Schedule 1.1 Deemed 1.1C EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) 1.1D Specified Account Debtors Schedule 1.2 Ineligible Lenders 2.2.1 Existing Letters of Credit Schedule 6.1 Commercial Tort Claims 7.3 Real Estate Schedule 7.1.1 8.5 Deposit Accounts and Securities Accounts Schedule 8.6.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.5 Former Names and Companies Schedule 8.1.13 Brokers’ Fees 9.1.8 Draft Financial Statements Schedule 8.1.14 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.15 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.17 Restrictive Agreements Schedule 8.1.18 9.1.18 Litigation Schedule 8.1.20 9.1.20 Pension Plans Schedule 8.1.22 9.1.22 Labor Relations Contracts Schedule 8.1.23 Leases 9.2.3 Third-Party Filings Schedule 9.2.2 10.1.2 Specified Liens Schedule 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.17 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements Affiliate Transactions THIS LOAN, LOAN AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made dated as of August 5March 29, 2020, 2006 by and among PNC BankEMAK WORLDWIDE, National Association (successor to BBVA USA) INC., a Delaware corporation (“PNCEMAK”), individually as EQUITY MARKETING, INC., a LenderDelaware corporation (“EMI”), as administrative agent SCI PROMOTION, INC., a Delaware corporation (in such capacity“SCI”), POP ROCKET, INC., a Delaware corporation (“Administrative AgentPop Rocket”), LOGISTIX, INC., a Delaware corporation (“Logistix”), UPSHOT, INC., a Delaware corporation (“Upshot”), EMAK WORLDWIDE SERVICE CORP., a Delaware corporation (“EMAK Worldwide”), CORINTHIAN MARKETING, INC., a Delaware corporation (“Corinthian”), JXXXXXX GXXXXXXXXX, INC., a Delaware corporation (“Jxxxxxx”) for itself and any other financial institution which is or becomes EQUITY MARKETING HONG KONG, LTD., a party hereto as a lender Delaware corporation (each such financial institution“Equity Marketing” and together with EMAK, including PNCEMI, is SCI, Pop Rocket, Upshot, EMAK Worldwide, Corinthian, Jxxxxxx and future Subsidiaries executing this Agreement in accordance with Section 10.1.9, collectively referred to hereinafter herein as “Borrowers”, and individually as a “Lender” and collectively Borrower”), the financial institutions party to this Agreement from time to time as the lenders (collectively, “Lenders”), and as collateral agent (in such capacityBANK OF AMERICA, “Collateral Agent”) for the Lenders, Quest Resource Management Group, LLCN.A., a Delaware limited liability company national banking association (“QuestBank of America”), Landfill Diversion Innovations, L.L.C., a Delaware limited liability company as agent for Lenders (“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, “GuarantorsAgent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 Form of Revolving Credit A Revolver Note Exhibit 2.3 Form of Term Loan Note C Assignment and Acceptance Exhibit 3.11 Form of U.S. Tax Compliance Certificate D Assignment Notice Exhibit 9.1.3 Form of Compliance Certificate Exhibit 9.1.4 Form of E Borrowing Base Certificate Exhibit 13.5 F Compliance Certificate Exhibit G Notice of Borrowing Exhibit H Notice of Conversion/Continuation Exhibit I Form of Assignment and Acceptance Schedule 1 Commitment Schedule Joinder Exhibit J Perfection Certificate Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Revolver Commitments of Lenders Schedule 6.1 7.1 Commercial Tort Claims Schedule 7.1.1 Business 8.5 Deposit Accounts Schedule 8.6.1 Locations of Collateral Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 9.1.15 Burdensome Contracts Restricting Right to Incur Debts Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases 10.1.15 Post Closing Covenants Schedule 9.2.2 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 Existing 10.2.6(I) Permitted Investments in Subsidiaries Schedule 9.2.14 Existing 10.2.6(II Permitted Investments as of the Effective Date Schedule 10.2.7 Permitted Asset Dispositions Schedule 10.2.15 Restrictive Agreements Schedule 10.2.18 Existing Affiliate Transactions Schedule 11.1 Events not Constituting an Event of Default THIS LOANTHIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of April 12, SECURITY AND GUARANTY AGREEMENT 2017 (this “Agreement”) is made as of August 5), 2020among COMMERCIAL VEHICLE GROUP, by and among PNC BankINC., National Association a Delaware corporation (successor to BBVA USA) (the “PNCCompany”), individually each other Borrower (as a Lenderherein defined) from time to time party hereto (together, as administrative agent (in such capacitywith the Company, collectively, “Administrative AgentBorrowers”) for itself and any other ), the financial institution which is or becomes a institutions party hereto to this Agreement from time to time as a lender lenders (each such financial institutioncollectively, including PNC, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as collateral agent for Lenders (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”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Form of Revolving Credit Note Assignment and Acceptance Exhibit 2.3 Form of Term Loan Note Exhibit 3.11 Form of U.S. Tax Compliance Certificate Exhibit 9.1.3 B Form of Compliance Certificate Exhibit 9.1.4 C Form of Borrowing Base Certificate Joinder Agreement Exhibit 13.5 D-1 Form of Assignment and Acceptance Schedule 1 Commitment Schedule U.S. Tax Certificate for Foreign Lenders that are not Partnerships Exhibit D-2 Form of U.S. Tax Certificate for Foreign Participants that are not Partnerships Exhibit D-3 Form of U.S. Tax Certificate for Foreign Participants that are Partnerships Exhibit D-4 Form of U.S. Tax Certificate for Foreign Lenders that are Partnerships Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Commitments of Lenders Schedule 1.2 Ineligible Lenders Belgian Security Documents; Luxembourg Security Documents; Dutch Security Documents Schedule 6.1 Commercial Tort Claims 1.3 Immaterial Subsidiaries Schedule 7.1.1 8.4 Deposit Accounts; Securities Accounts Schedule 8.5.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business 9.1.4 Subsidiaries, Equity Interests Schedule 8.1.4 Capital Structure Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Trademarks and Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.15 Restrictive Agreements Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases 10.1.14 Post-Closing Matters Schedule 9.2.2 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.5 Existing Investments Schedule 9.2.14 10.2.17 Existing Restrictive Agreements Affiliate Transactions THIS LOAN, LOAN AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made dated as of August 5May 19, 20202021, by and among PNC BankCOMPUTER TASK GROUP, National Association (successor to BBVA USA) INC., a New York corporation (“PNC”), individually as a Lender, as administrative agent (in such capacity, “Administrative Agent”) for itself Parent,” and together with any other financial institution which is or Person organized under the laws of a jurisdiction in the United States that becomes a party hereto as a lender Borrower, individually a “US Borrower” and collectively, “US Borrowers”), COMPUTER TASK GROUP BELGIUM NV, a limited liability company (each such financial institutionnaamloze vennootschap/société anonyme) incorporated and existing under the laws of Belgium, including PNChaving its statutory seat at Xxxxxxxxxxxx 0X (X 000X), is referred to hereinafter individually 0000 Xxxxxxxx, Xxxxxxx and registered under number RLP Brussels (Dutch speaking section) 0450.277.958 (“CTG Belgium” and together with any other Person organized under the laws of Belgium that becomes a party hereto as a Borrower, individually a “LenderBelgian Borrower” and collectively collectively, “Belgian Borrowers”), COMPUTER TASK GROUP LUXEMBOURG PSF S.A., a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, having its registered office at 10A, rue Zone Industrielle de Bourmicht, L-8070 Bertrange, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B56109 and subject in its capacity as support professionals of the financial sector established in Luxembourg to the Luxembourg law of 5 April 1993 on the financial sector, as amended (“CTG Luxembourg PSF”), COMPUTER TASK GROUP IT SOLUTIONS S.A., a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, having its registered office at 0, xxx xxx Xxxxxxxxxxxx, X-0000 Xxxxxxxxx, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B110615 (“CTG Luxembourg IT,” and together with CTG Luxembourg PSF and with any other Person organized under the laws of Luxembourg that becomes a party hereto as a Borrower, individually, a “Luxembourg Borrower” and collectively, “Luxembourg Borrowers,” and together with the Belgian Borrowers, and US Borrowers and each other Subsidiary of the Parent that becomes a Borrower in accordance with Section 10.1.9, individually, a “Borrower” and collectively, the “Borrowers”), COMPUTER TASK GROUP INTERNATIONAL, INC., a Delaware corporation (“CTG International,” and together with any other Person organized under the laws of a jurisdiction in the United States that becomes a party hereto as a Guarantor, individually a “US Guarantor” and collectively, “US Guarantors”), CTG ITS SA, a limited liability company (naamloze vennootschap/société anonyme) incorporated and existing under the laws of Belgium, having its statutory seat at Xxxxxx Xxxxxxx 0, 0000 Xxxxx, Xxxxxxx and registered under number RLP Brabant Wallon 0822.125.181 (“CTG ITS,” and together with any other Person organized under the laws of Belgium that becomes a party hereto as a Guarantor, individually a “Belgian Guarantor” and collectively, “Belgian Guarantors”), COMPUTER TASK GROUP EUROPE B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its seat (statutaire zetel) in Hoofddorp, the Netherlands and its registered office address at Xxxxxxxxxxx 00, 0000 XX Xxxxxxxxx, xxx Xxxxxxxxxxx, registered with the trade register of the Dutch Chamber of Commerce (Xxxxx van Koophandel) under number 34073503 (“CTG Netherlands,” and together with any other Person organized under the laws of the Netherlands that becomes a party hereto as a Guarantor, individually a “Dutch Guarantor” and collectively, “Dutch Guarantors”), the financial institutions from time to time party to this Agreement as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, in its capacity as collateral agent and administrative agent for itself and the other Secured Parties (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 Questany successor agent appointed pursuant to Section 12.10, Landfill, RWS, SSG and each hereafter arising Subsidiary of any Borrower and each other Person joined hereto as a the “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, “GuarantorsAgent”).

LIST OF EXHIBITS AND SCHEDULES. Annex 1 Benchmark Replacement Setting Exhibit 2.1 A Form of Revolving Credit Note Assignment and Acceptance Exhibit 2.3 B Form of Term Loan Note Assignment Notice Exhibit 3.11 Form of U.S. Tax Compliance Certificate Exhibit 9.1.3 Form of Compliance Certificate Exhibit 9.1.4 C Form of Borrowing Base Certificate Exhibit 13.5 D Form of Assignment and Acceptance Schedule 1 Commitment Schedule Compliance Certificate Exhibit E Form of Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Secured Bank Products Provider Agreement Exhibit H Form of Notice of Elected Harvest Period Exhibit 2.1.2 Form of Revolver Note Exhibit 2.2.3 Form of Term Note Exhibit 2.3.2 Form of Equipment Loan Note Exhibit 2.4.4 Form of Capital Expenditure Loan Note Exhibit 2.6.5 Form of DDTL Note Exhibit 6.1(g) Form of Solvency Certificate Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Commitments of Lenders Schedule 6.1 Commercial Tort Claims 8.5 Deposit Accounts Schedule 7.1.1 8.6.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.5 Owned Real Estate Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.15 Restrictive Agreements Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.5 Existing Investments Schedule 9.2.14 10.2.16 Existing Restrictive Agreements Affiliate Transactions Schedule 14.3.1 Notice Addresses THIS LOAN, SECOND AMENDED AND RESTATED LOAN AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made dated as of August 5December 13, 20202022, by and among PNC BankVINTAGE WINE ESTATES, National Association (successor to BBVA USA) INC., a Nevada corporation, f/k/a Bespoke Capital Acquisition Corp. (“PNCHoldings”), individually VINTAGE WINE ESTATES, INC., a California corporation (“Borrower Agent”), each Subsidiary of Borrower Agent party to this Agreement from time to time (together with Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as a Lenderlenders (collectively, “Lenders”), and BANK OF THE WEST (“Bank of the West”), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), Bank of the West, AgCountry Farm Credit Services, PCA, Rabo AgriFinance LLC and Compeer Financial PCA, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, collectively the “Joint Lead Arrangers”), Bank of the West, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), Bank of the West, as syndication agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Syndication 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 Bank of the West as collateral documentation 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 Questits successors and assigns in such capacity, Landfill, RWS, SSG and each hereafter arising Subsidiary of any Borrower and each other Person joined hereto as a the “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, “GuarantorsDocumentation Agent”).

LIST OF EXHIBITS AND SCHEDULES. Schedule 1 List of Guarantors Schedule 2 List of Lenders Schedule 3 Collateral Enhancement Requirement Schedule 4 Permitted Dispositions Schedule 5 Permitted Indebtedness Schedule 6 Permitted Investments Schedule 7 Permitted Liens Schedule 8 UCC Filing Offices Schedule 9 Collective Bargaining Agreements Schedule 10 Post-Closing Obligations Exhibit 2.1 A Form of Revolving Credit Secured Promissory Note Exhibit 2.3 B Collateral Description Exhibit C Form of Term Loan Note Landlord Waiver Exhibit 3.11 D Form of Solvency Certificate Exhibit E Form of Intellectual Property Security Agreement Exhibit F Form of Assignment and Assumption Agreement Exhibit G Form of Notice of Borrowing Exhibit H Form of Joinder Agreement Exhibit I Reserved Exhibit J Reserved Exhibit K Form of Compliance Certificate Exhibit L-1 Form of U.S. Tax Compliance Certificate Exhibit 9.1.3 L-2 Form of U.S. Tax Compliance Certificate Exhibit 9.1.4 L-3 Form of Borrowing Base U.S. Tax Compliance Certificate Exhibit 13.5 L-4 Form of U.S. Tax Compliance Certificate Exhibit M Form of Mortgage Exhibit N Form of Guaranty Exhibit O Form of Assignment of Claims Under Government Contract This LOAN AND SECURITY AGREEMENT, dated as of April 3, 2017, is entered by and Acceptance between Sterling Construction Company, Inc., a Delaware corporation (the “Borrower”); the guarantors identified on Schedule 1 Commitment Schedule Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA hereto (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 such guarantors, together with any Borrower is Authorized entities required 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 Patentsbecome Guarantors pursuant to the Joinder Requirements, Trademarks, Copyrights and Licenses Schedule 8.1.16 Environmental Schedule 8.1.17 Contracts Restricting Right are referred 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”), hereinafter each individually as a Lender“Guarantor” and collectively as the “Guarantors” and together with the Borrower as the “Loan Parties”) and Wilmington Trust, National Association, as administrative agent (in such capacity, “Administrative Agent”) for itself the lenders identified on Schedule 2 hereto (such lenders, together with their respective successors and any other financial institution which is or becomes a party hereto as a lender (each such financial institution, including PNC, is assigns are referred to hereinafter each 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”).

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 A Assignment and Acceptance Schedule 1 Commitment Schedule Exhibit B Assignment Notice Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Commitments of Lenders Schedule 6.1 Commercial Tort Claims 1.1C Eligible Inventory Schedule 7.1.1 Business Locations 1.1S Equity Interest Holders Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business 8.5 Deposit Accounts Schedule 8.1.4 8.6.1 Equity Interests Schedule 8.6.2 Debt Securities Instruments Schedule 8.8 Letters of Credit Schedule 8.9.1 Location of Collateral Schedule 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.15 Restrictive Agreements Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.17 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements Affiliate Transactions THIS LOAN, GUARANTY AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) ), is made dated as of August 5March 31, 20202014, 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 CorporationPARAMETRIC SOUND CORPORATION, a Nevada corporation (“HoldingsParametric”), and Quest Sustainability ServicesVOYETRA TURTLE BEACH, Inc.INC., a Delaware corporation (F/K/A Earth911“Voyetra”; and together with Parametric, Inc.) (individually “ParentUS Borrower,” and individually and collectively, jointly and severally, “US Borrowers”), YouchangeTURTLE BEACH EUROPE LIMITED, Inc.a company limited by shares and incorporated in England and Wales with company number 03819186 (“Turtle Beach,” also referred to hereinafter as “UK Borrower”; and together with US Borrowers, an Arizona individually “Borrower” and individually and collectively, “Borrowers”), PSC LICENSING CORP., a California corporation (“YouchangePSC”), Quest Vertigent CorporationVTB HOLDINGS, INC., a Nevada Delaware corporation (“VertigentVTB”), 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 HoldingsPSC, Parentindividually a “US Guarantor” and individually and collectively, Youchangejointly and severally, Vertigent “US Guarantors”; and Vertigent Onetogether with US Borrowers, individually a “UK Guarantor” and individually and collectively, jointly and severally, “UK Guarantors”; UK Guarantors and US Guarantors, individually a “Guarantor,” and individually and collectively, “Guarantors”); the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent collateral agent and security trustee for Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and BANK OF AMERICA, N.A. as sole lead arranger and sole book runner for the Lenders.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Form of Revolving Credit Revolver Note Exhibit 2.3 B [Reserved] Exhibit C Form of Term Loan Note Notice of Conversion/Continuation Exhibit 3.11 D Form of U.S. Tax Compliance Certificate Notice of Borrowing Exhibit 9.1.3 E Form of Compliance Certificate Exhibit 9.1.4 F Form of Borrowing Base Certificate Opinion Contents Exhibit 13.5 G 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 Exhibit H Form of Notice Exhibit I Letter of Credit Procurement Request Schedule 7.1.1 Borrowers' Business Locations Schedule 7.1.2 Borrowers' Insurance Schedule 8.1.1 Jurisdictions in which any Borrower Borrowers and each Subsidiary is Authorized to do Business Schedule 8.1.4 Capital Structure of Borrowers Schedule 8.1.5 Names; Organization Corporate Names Schedule 8.1.12 Surety Obligations Schedule 8.1.13 Brokers’ Fees Tax Identification Numbers of Borrowers and Subsidiaries Schedule 8.1.14 8.1.15 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 Environmental Schedule 8.1.17 8.1.18 Contracts Restricting Borrowers' Right to Incur Debts Debts; Surety Obligations Schedule 8.1.18 8.1.19 Litigation Schedule 8.1.20 8.1.21 Capitalized and Operating Leases Schedule 8.1.22 Pension Plans Schedule 8.1.22 8.1.24 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 Existing Debt Schedule 9.2.4 Existing 9.2.5 Permitted Liens Schedule 9.2.10 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements 9.2.8 Restrictions on Upstream Payments SIGNATURE VERSION LOAN AND SECURITY AGREEMENT THIS LOAN, LOAN AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of August 5on July 1, 20202003, by and among PNC Bank, National Association DANKA OFFICE IMAGING COMPANY (successor to BBVA USA) (“PNC”"DOIC"), a Delaware corporation with its chief executive office and principal place of business at 00000 Xxxxx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000; and DANKA HOLDING COMPANY ("Holding"), a Delaware corporation with its chief executive office and principal place of business at 00000 Xxxxx Xxxxxx Xxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000 (DOIC, and Holding being referred to collectively as "Borrowers," and individually as a Lender"Borrower"); DANKA BUSINESS SYSTEMS PLC (individually and in its capacity as a guarantor, "PLC"), a public limited company organized under the laws of England and Wales with its chief executive office and principal place of business at Masters House, 000 Xxxxxxxxxxx Xxxx, Xxxxxx X000XX Xxxxxxx; the various financial institutions listed on the signature pages hereof and their respective successors and permitted assigns which become "Lenders" as provided herein; and FLEET CAPITAL CORPORATION, a Rhode Island corporation with an office at 000 Xxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxx 00000, in its capacity as collateral and administrative agent for the Lenders pursuant to Section 12 hereof (together with its successors 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"). Capitalized terms used in this Agreement have the meanings assigned to them in Appendix A, 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”)General Definitions.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Assignment Exhibit B Assignment Notice Exhibit C-1 Form of Revolving Credit Note In-Transit Inventory Lien Waiver Exhibit 2.3 C-2 Form of Term Loan Note Vendor Lien Waiver Exhibit 3.11 D Form of U.S. Tax Compliance Certificate Guarantee and Collateral Agreement Exhibit 9.1.3 E Form of Compliance Certificate Intercreditor Agreement Exhibit 9.1.4 F Form of Borrowing Base Perfection Certificate Exhibit 13.5 Form Schedule 1.1(A) Existing Letters of Assignment and Acceptance Credit Schedule 1 Commitment Schedule Schedule 1.1 Deemed EBITDA Schedule 1.1(b1.1(B) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Commitments of 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 9.1.3 Governmental Licenses Schedule 8.1.16 Environmental 9.1.5 Real Property Schedule 8.1.17 9.1.6 Disclosed Matters Schedule 9.1.12 Subsidiaries Schedule 9.1.13 Insurance Schedule 9.1.23 Material 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 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.4 Existing Investments Schedule 9.2.14 10.2.5 Permitted Asset Dispositions Schedule 10.2.9 Existing Affiliate Transactions Schedule 10.2.10 Existing Restrictive Agreements THIS LOANLOAN AGREEMENT is dated as of June 30, SECURITY AND GUARANTY AGREEMENT 2015 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) ), and is made as of August 5, 2020, by and among PNC BankHORIZON GLOBAL CORPORATION, National Association (successor to BBVA USA) a Delaware corporation (“PNCParent Borrower”), individually as CEQUENT PERFORMANCE PRODUCTS, INC., a Lender, as administrative agent Delaware corporation (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 “LendersCequent Performance”), and as collateral agent (in such capacityCEQUENT CONSUMER PRODUCTS, “Collateral Agent”) for the LendersINC., Quest Resource Management Group, LLC, a Delaware limited liability company an Ohio corporation (“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”, Cequent Consumer” and together with Quest, Landfill, RWS, SSG and each hereafter arising Subsidiary of any Parent Borrower and each other Person joined hereto as a “Borrower”Cequent Performance, individually a “Borrower” and collectively collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as Lenders, and each of Quest Resource Holding CorporationBANK OF AMERICA, N.A., a Nevada corporation national banking association, as agent for the Lenders (“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, “GuarantorsAgent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Assignment and Acceptance Exhibit B Assignment Notice Exhibit C Form of Revolving Credit Note Notice of Borrowing Exhibit 2.3 D Form of Term Loan Note Guaranty Exhibit 3.11 E Form of Compliance Certificate Exhibit F Form of U.S. Tax Compliance Certificate Exhibit 9.1.3 G Form of Compliance Certificate Joinder Exhibit 9.1.4 Form of Borrowing Base Certificate Exhibit 13.5 Form of Assignment and Acceptance Schedule 1 Commitment Schedule H Initial Budget Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Commitments of Lenders Schedule 6.1 7.1(c) Commercial Tort Claims Schedule 7.1.1 Business Locations 7.3(a) Equity Interests and Debt Securities Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business 6.3 Conditions Subsequent Schedule 8.1.4 8.5 Deposit Accounts, Security Accounts, Commodity Accounts Schedule 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.10 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 Environmental Schedule 8.1.17 Contracts Restricting Right to Incur Debts Schedule 8.1.18 9.1.15 Litigation Schedule 8.1.20 Pension Plans Schedule 8.1.22 9.1.18 Labor Relations Schedule 8.1.23 Leases 10.1.13 Milestones Schedule 9.2.2 10.1.16 Immaterial Subsidiaries Schedule 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.4 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements 10.2.5 Agreed Sale Properties SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT THIS LOANSENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT is dated as of December 22, SECURITY AND GUARANTY AGREEMENT 2022 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is made as of August 5, 2020), by and among PNC Bank(a) CORE SCIENTIFIC, 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.INC., a Delaware corporation and a debtor and debtor-in-possession in the Chapter 11 Cases, as the borrower of the Loans hereunder (F/K/A Earth911, Inc.) (the “ParentBorrower”), Youchange(b) each SUBSIDIARY GUARANTOR, Inc.as a Guarantor, an Arizona corporation (“Youchange”), Quest Vertigent Corporation, a Nevada corporation (“Vertigent”), Quest Vertigent One, LLC, a Delaware limited liability company (“Vertigent One”)Obligor, and Global Alertsa debtor and debtor-in-possession in the Chapter 11 Cases, LLC, (c) each Person party hereto from time to time as a Delaware limited liability company (“Global Alerts”LENDER, and together with Holdings(d) WILMINGTON SAVINGS FUND SOCIETY, ParentFSB, Youchange, Vertigent and Vertigent One, individually a “Guarantor” and collectively, “Guarantors”).as Administrative Agent. R E C I T A L S:

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A-1 Form of Revolving Credit US Term Note Exhibit 2.3 A-2 Form of Canadian Term Loan Note Exhibit 3.11 B Form of U.S. Tax Compliance Assignment and Assumption Agreement Exhibit C Form of Information Certificate Exhibit 9.1.3 D Form of Compliance Certificate Exhibit 9.1.4 Form Schedule 1.1(a) Commitments of Borrowing Base Certificate Exhibit 13.5 Form of Assignment and Acceptance Schedule 1 Commitment Schedule Schedule 1.1 Deemed EBITDA the Lenders Schedule 1.1(b) Deemed EBITDA (RWSExcluded Subsidiaries Schedule 1.1(c) Certain Store Closings Schedule 1.2 Ineligible Lenders Schedule 6.1 7.1 Commercial Tort Claims Schedule 7.1.1 7.2.1 Deposit Accounts Schedule 7.2.3 Credit Card Arrangements Schedule 8.3.3 Consignments Schedule 8.5.1 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 9.1.4 Names; Organization Capital Structure; Warrants, Etc. Schedule 8.1.13 Brokers’ Fees 9.1.5 Former Names and Companies Schedule 8.1.14 9.1.6(a) Real Estate Schedule 9.1.6(b) Investments Schedule 9.1.8 Financial Statements Schedule 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.15 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.16 Burdensome Agreements Schedule 8.1.18 9.1.17 Litigation Schedule 8.1.20 Pension 9.1.19 Material Contracts Schedule 9.1.20 Canadian Plans Schedule 8.1.22 9.1.22 Labor Relations Contracts Schedule 8.1.23 Leases 9.1.25 Certain Transactions Schedule 9.2.2 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 Existing Investments 10.2.7 Restrictions on Subsidiary Distributions (Contractual Obligations) Schedule 9.2.14 Existing Restrictive Agreements 10.2.9(i) Trademarks Licensed to Excluded Subsidiaries THIS LOAN, SECOND AMENDED AND RESTATED TERM LOAN AND SECURITY AND GUARANTY AGREEMENT (this THIS “AgreementAGREEMENT”) is made as of August 5IS ENTERED INTO AS OF AUGUST 22, 20202013, by and among PNC BankAMONG MAYOR’S JEWELERS INC., National Association A DELAWARE CORPORATION (successor to BBVA USA) (THE “PNCUS BORROWER”), individually as a LenderBIRKS & MAYORS INC., as administrative agent A CANADIAN CORPORATION (in such capacityTHE “CANADIAN BORROWER” AND, TOGETHER WITH THE US BORROWER, COLLECTIVELY, THE “Administrative Agent”) for itself and any other financial institution which is or becomes a party hereto as a lender (each such financial institutionBORROWERS” AND EACH INDIVIDUALLY, including PNC, is referred to hereinafter individually as a A “Lender” and collectively as the “LendersBORROWER”), and as collateral agent EACH SUBSIDIARY OF THE BORROWERS FROM TIME TO TIME PARTY HERETO AS A GUARANTOR, EACH LENDER FROM TIME TO TIME PARTY HERETO (in such capacityCOLLECTIVELY, THE “Collateral AgentLENDERS” AND EACH INDIVIDUALLY, A “LENDER”) for the Lenders), Quest Resource Management GroupPATHLIGHT CAPITAL, LLC, a Delaware limited liability company AS ADMINISTRATIVE AGENT AND CO-COLLATERAL AGENT (“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 collectivelyIN ITS INDIVIDUAL CAPACITY, “GuarantorsPATHLIGHT”) AND XXXXX FARGO CREDIT, INC., AS CO-COLLATERAL AGENT AND AS DOCUMENTATION AGENT (IN ITS INDIVIDUAL CAPACITY, “WFC”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 Form of Revolving Credit A-1 Tranche A Revolver Note Exhibit 2.3 Form of Term Loan A-2 Tranche B Revolver Note Exhibit 3.11 Form of U.S. Tax Compliance Certificate C Assignment and Acceptance Exhibit 9.1.3 Form of Compliance Certificate D Assignment Notice Exhibit 9.1.4 Form of E Borrowing Base Certificate Exhibit 13.5 F Compliance Certificate Exhibit G Notice of Borrowing Exhibit H Notice of Conversion/Continuation Exhibit I Form of Assignment and Acceptance Schedule 1 Commitment Schedule Joinder Exhibit J Perfection Certificate Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Revolver Commitments of Lenders Schedule 6.1 7.1 Commercial Tort Claims Schedule 7.1.1 Business 8.5 Deposit Accounts Schedule 8.6.1 Locations of Collateral Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 9.1.15 Burdensome Contracts Restricting Right to Incur Debts Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases 10.1.15 Post Closing Covenants Schedule 9.2.2 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 Existing 10.2.6(I) Permitted Investments in Subsidiaries Schedule 9.2.14 Existing 10.2.6(II Permitted Investments as of the Effective Date Schedule 10.2.7 Permitted Asset Dispositions Schedule 10.2.15 Restrictive Agreements Schedule 10.2.18 Existing Affiliate Transactions Schedule 11.1 Events not Constituting an Event of Default THIS LOANTHIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of April 12, SECURITY AND GUARANTY AGREEMENT 2017 (this “Agreement”) is made as of August 5), 2020among COMMERCIAL VEHICLE GROUP, by and among PNC BankINC., National Association a Delaware corporation (successor to BBVA USA) (the “PNCCompany”), individually each other Borrower (as a Lenderherein defined) from time to time party hereto (together, as administrative agent (in such capacitywith the Company, collectively, “Administrative AgentBorrowers”) for itself and any other ), the financial institution which is or becomes a institutions party hereto to this Agreement from time to time as a lender lenders (each such financial institutioncollectively, including PNC, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as collateral agent for Lenders (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”).

LIST OF EXHIBITS AND SCHEDULES. Schedule 1.1 Revolver Commitments of Lenders Schedule 1.1K Key Performance Indicator Targets Schedule 7.5.1 Commercial Tort Claims Schedule 9.1.4 Names and Capital Structure Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1(u) Unsecured Debt Schedule 10.2.7 Certain Intercompany Debt Subordination Terms Exhibit 2.1 Form of Revolving Credit Note A Assignment Exhibit 2.3 Form of Term Loan Note B Assignment Notice Exhibit 3.11 Form of C Compliance Certificate Exhibit D U.S. Tax Compliance Certificate Exhibit 9.1.3 Form of Compliance Certificate Exhibit 9.1.4 Form E Notice 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 CONFORMED LOAN AGREEMENT Incorporates: THIS AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made dated as of August 5December 20, 2020, 2022 by and among PNC BankGUESS?, 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.INC., a Delaware corporation (F/K/A Earth911, Inc.) (“Parent”), YouchangeGUESS? RETAIL, Inc.INC., an Arizona a Delaware corporation (“YouchangeRetail”), Quest Vertigent CorporationGUESS.COM, INC., a Nevada Delaware corporation (“VertigentCom”; and together with Parent, Retail and any party that joins this Agreement as a “U.S. Borrower” pursuant to Section 10.1.9(a), each a “U.S. Borrower” and collectively, the “U.S. Borrowers”), Quest Vertigent One, LLCGUESS? CANADA CORPORATION, a Delaware limited liability company amalgamated under the laws of the province of Nova Scotia, Canada (“Vertigent OneGuess Canada”; together with each party that joins this Agreement as a “Canadian Borrower” pursuant to Section 10.1.9(a), each a “Canadian Borrower” and collectively, the “Canadian Borrowers”; and together with U.S. Borrowers, each a “Borrower” and collectively, the “Borrowers”), Parent and Global Alertscertain Subsidiaries of Parent party to this Agreement as guarantor (each, LLC, a Delaware limited liability company (“Global Alerts”, and together with Holdings, Parent, Youchange, Vertigent and Vertigent One, individually a “Guarantor” and collectively, the “Guarantors”), the financial institutions party to this Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders and solely with respect to the loan servicing requirements of the Canadian Borrowers, Bank of America-Canada Branch, or in each case, its successor appointed pursuant to Section 13.8.1 (“Agent”).

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 Exhibit 13.17 Form of Release Form – Corporate Name/Logo Reuse 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 Indebtedness 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 5this 24th day of February, 20202017, by and among PNC Citizens Bank, National Association (successor to BBVA USA) (“PNCCitizens”), 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 PNCCitizens, 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 Quest 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 (“HoldingsHolding”), and Quest Sustainability ServicesEarth911, 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 OneHolding, individually a “Guarantor” and collectively, “Guarantors”).

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 A Assignment and Acceptance Schedule 1 Commitment Schedule Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Commitments of Lenders Schedule 6.1 Commercial Tort Claims 8.5 Deposit Accounts Schedule 7.1.1 8.6.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.5 Real Estate in Special Flood Hazard Zone Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.15 Restrictive Agreements Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.5 Existing Investments Schedule 9.2.14 10.2.17 Existing Restrictive Agreements Affiliate Transactions Schedule 11 Outstanding Letters of Credit THIS LOAN, GUARANTY AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made dated as of August 5June 24, 20202022, by and among PNC BankINFINERA CORPORATION, National Association (successor to BBVA USA) a Delaware corporation (“PNCInfinera Corp”), 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 GroupINFINERA NORTH AMERICA, LLC, a Delaware limited liability company (“QuestInfinera NA”), Landfill Diversion InnovationsINFINERA OPTICAL NETWORKS, L.L.C.INC., a Delaware corporation (“Infinera Optical”), INFINERA AMERICA, INC., a Delaware corporation (“Infinera America”), INFINERA (USA) INC., a Delaware corporation (“Infinera USA”), INFINERA OPERATIONS, LP, a Delaware limited liability company partnership (“LandfillInfinera Operations”); and together with Infinera Corp, Sustainable Solutions GroupInfinera NA, LLCInfinera Optical, a Delaware limited liability company (“SSG”)Infinera America, RWS Facility Services, LLC a Delaware limited liability company (“RWS”Infinera USA, and together with Quest, Landfill, RWS, SSG and each hereafter arising Subsidiary of any Borrower and each other Person entity joined hereto as a “Borrower”borrower after the date hereof, individually individually, a “Borrower” and collectively collectively, the “Borrowers”), and each of Quest Resource Holding CorporationINFINERA OPTICAL HOLDING, a Nevada corporation (“Holdings”), and Quest Sustainability Services, Inc.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”, Infinera Holding” and together with Holdingsany other party joined hereto as a guarantor, Parentindividually, Youchange, Vertigent and Vertigent One, individually a “Guarantor” and collectively, the “Guarantors”), the financial institutions party to this Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as agent for the Lenders (in such capacity, “Agent”).

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 A Assignment and Acceptance Schedule 1 Commitment Schedule Exhibit B Assignment Notice Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Commitments of Lenders Schedule 6.1 Commercial Tort Claims 1.1C Eligible Inventory Schedule 7.1.1 Business Locations 1.1S Specified Closing Date Holders Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business 6.3 Post-RestatementSecond Amendment Effective Date Conditions Schedule 8.1.4 8.5 Deposit Accounts Schedule 8.6.1 Equity Interests Schedule 8.6.2 Debt Securities Instruments Schedule 8.8 Letters of Credit Schedule 8.9.1 Location of Collateral Schedule 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.5 Real Property in Special Flood Hazard Zone Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.15 Restrictive Agreements Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases 10.2.1 Permitted Debt; Borrowed Money Schedule 9.2.2 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.17 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements Affiliate Transactions THIS AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) ), is made dated as of August March 5, 20202018, by and among PNC BankTURTLE BEACH CORPORATION, National Association (successor to BBVA USA) a Nevada corporation, formerly known as Parametric Sound Corporation (“PNCParent”), individually as VOYETRA TURTLE BEACH, INC., a Lender, as administrative agent Delaware corporation (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 “LendersVoyetra”), and as collateral agent (in such capacity, “Collateral Agent”) for the Lenders, Quest Resource Management Group, TBC HOLDING COMPANY LLC, a Delaware limited liability company (“QuestTBC Holding”); and together with Parent and Voyetra, individually “US Borrower,” and individually and collectively, jointly and severally, “US Borrowers”), Landfill Diversion Innovations, L.L.C.TURTLE BEACH EUROPE LIMITED, a Delaware company limited liability by shares and incorporated in England and Wales with company number 03819186 (“LandfillTurtle Beach,” also referred to hereinafter as “UK Borrower”), 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”US Borrowers, individually a “Borrower” and collectively individually and collectively, “Borrowers”), and each of Quest Resource Holding CorporationVTB HOLDINGS, a Nevada corporation (“Holdings”), and Quest Sustainability Services, Inc.INC., a Delaware corporation (F/K/A Earth911, Inc.) (“ParentVTB” or “US Guarantor”), 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 HoldingsUS Borrowers, Parentindividually a “UK Guarantor” and individually and collectively, Youchangejointly and severally, Vertigent “UK Guarantors”; UK Guarantors and Vertigent OneUS Guarantors, individually a “Guarantor,” and individually and collectively, “Guarantors”); the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as agent collateral agent and security trustee for Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and Bank of America as sole lead arranger and sole book runner for the Lenders.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 Form of Revolving Credit Note A Assignment and Acceptance Exhibit 2.3 Form of Term Loan Note B Assignment Notice Exhibit 3.11 Form of U.S. Tax C Compliance Certificate Exhibit 9.1.3 Form of Compliance D IP Security Agreement Exhibit E Landlord Waiver Exhibit F Bailee Letter Exhibit G Joinder Exhibit H Solvency 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) Commitments of Lenders Schedule 1.2 Ineligible Lenders EBITDA and Fixed Charge Coverage Ratio Amounts Schedule 6.1 Commercial Tort Claims 8.5 Deposit Accounts Schedule 7.1.1 8.6.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.5 Special Flood Hazard Zone Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.17 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements Affiliate Transactions THIS LOAN, LOAN AND SECURITY AND GUARANTY AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, supplemented, restated, and/or otherwise modified from time to time, this “AgreementAgreement ”) is made dated as of August 5May 12, 20202017, by and among PNC BankHYDROFARM HOLDINGS LLC, National Association (successor to BBVA USA) a Delaware limited liability company (“PNCInitial Borrower” or “Holdings”; immediately upon consummation of the Closing Date Acquisition and execution of the Assumption Agreement, Initial Borrower shall be succeeded as a Borrower hereunder by Hydrofarm, LLC, a California limited liability company (“Hydrofarm”), 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 GroupEHH Holdings, LLC, a Delaware limited liability company (“QuestEHH”), Landfill Diversion Innovations, L.L.C., a Delaware limited liability company (“Landfill”), Sustainable Solutions Group, SunBlaster LLC, a Delaware limited liability company (“SSGSunBlaster”), RWS Facility Servicesand WJCO LLC, LLC a Delaware Colorado limited liability company (“RWSWJCO”)), the other parties from time to time signatory hereto as Obligors, the financial institutions party to this Agreement from time to time as Lenders, and together with QuestBANK OF AMERICA, 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 CorporationN.A., a Nevada corporation national banking association, as agent for the Lenders (“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 collectivelyin such capacity, “GuarantorsAgent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Certain Definitions Exhibit B Tax Covenant Exhibit C Form of Revolving Credit Loan Note Instrument Exhibit 2.3 D Dispute Resolution Procedures Schedule 1.2A The A Sellers; The B Sellers; The Deferred Sellers Schedule 1.2B The Cash Cancel Sellers Schedules 1.2(b)(ii) Special Escrow Amount Schedule 1.2(c) Sellers’ Advisory Fees / Noble Payoff Schedule 1.3(b)(xi) Company Options Not To Be Accelerated Schedule 1.3(b)(xii) Options To Be Cash Cancelled Schedule 1.4 Form of Term Loan Note Exhibit 3.11 Form Net Working Capital Statement Schedule 1.5 Allowance Schedule 1.6(a)(i) Maximum Aggregate Earn-Out Consideration Payment Schedule 1.6(a)(iv) One Year Bookings Threshold Schedule 1.6(a)(vii) Specified Company Products Schedule 1.6(a)(x) Specified OEM Development Work Schedule 1.6(b) One Year Bookings Threshold Schedule 1.6(b)(A) Maximum Aggregate Earn-Out Consideration Payment Schedule 1.6(e) Terms of U.S. Tax Compliance Certificate Exhibit 9.1.3 Form Reference Schedule 3.5(d) Licensee; Action of Compliance Certificate Exhibit 9.1.4 Form Licensee Schedule 5.3(d)(ii)(A) Applicability of Borrowing Base Certificate Exhibit 13.5 Form Liability Cap Schedule 5.3(d)(ii)(B) Applicability of Assignment and Acceptance Liability Cap Schedule 1 Commitment 5.3(d)(ii)(C) Applicability of Liability Cap Schedule 6.7E Email Address Schedule 1.1 Deemed EBITDA 6.7F Facsimile Number Schedule 1.1(b) Deemed EBITDA (RWS) Arma I Maximum Nominal Aggregate Earn-Out Consideration Payment for Purposes of Calculation of Arma Earn-Out Fee Schedule 1.2 Ineligible Lenders Arma II Maximum Aggregate Earn-Out Consideration Payment Schedule 6.1 Commercial Tort Claims Insurance Insurance Premium Schedule 7.1.1 Business Locations Non-Party Shareholder Name of Non-Party Shareholder Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 Target Net Working 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 Amount Target Net Working Capital Amount THIS LOAN, SECURITY AND GUARANTY SHARE PURCHASE AGREEMENT (this the “Agreement”) is made and entered into as of August 5July 19, 20202011, by and among PNC Bankamong: Riverbed Technology Limited, National Association (successor to BBVA USA) a private limited company with registered number 5090414 formed under the laws of England (“PNCPurchaser”), 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; Riverbed Technology, Inc., a Delaware corporation (F/K/A Earth911corporation, Inc.) as Guarantor (“ParentGuarantor”); the Persons holding shares of Zeus Technology Limited, Youchange, Inc., an Arizona corporation a private limited company formed under the laws of England with registered number 03085230 (the “YouchangeCompany”) listed on Schedule 1.2A (such Persons listed on Schedule 1.2A collectively being referred to as the “Sellers”), Quest Vertigent Corporation; the Persons listed on Schedule 1.2B; and Scottish Equity Partners LLP, a Nevada corporation (“Vertigent”), Quest Vertigent One, LLC, a Delaware limited liability company partnership formed under the laws of Scotland with registered number SO301884, as the Sellers’ Agent (“Vertigent One”as defined in Section 6.1), 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”).. Certain other capitalized terms used in this Agreement are defined in Exhibit A.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Form of Revolving Credit Note Assignment and Acceptance Exhibit 2.3 B Form of Term Loan Note Assignment Notice Exhibit 3.11 Form of U.S. Tax Compliance Certificate Exhibit 9.1.3 C Form of Compliance Certificate Exhibit 9.1.4 D Form of Notice 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 Delayed Draw Commitments of US Lenders Schedule 6.1 Commercial Tort Claims 1.1S Specified Closing Date Holders Schedule 7.1.1 Business Locations 6.2 Post-Restatement Effective Date Conditions Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business 8.5 Deposit Accounts Schedule 8.1.4 8.6.1 Equity Interests Schedule 8.6.2 Debt Securities Instruments Schedule 8.8 Letters of Credit Schedule 8.9.1 Location of Collateral Schedule 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.15 Restrictive Agreements Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 10.2.1 Existing Debt for Borrowed Money Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.17 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements Affiliate Transactions THIS AMENDED & RESTATED TERM LOAN, GUARANTY AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) ), is made dated as of August March 5, 20202018, by and among PNC BankTURTLE BEACH CORPORATION, National Association (successor to BBVA USA) a Nevada corporation, formerly known as Parametric Sound Corporation (“PNCParent”), VOYETRA TURTLE BEACH, INC., a Delaware corporation (“Voyetra”; and together with Parent, individually as a Lender“US Borrower,” and individually and collectively, as administrative agent (in such capacityjointly and severally, “Administrative AgentUS Borrowers”) for itself ), TURTLE BEACH EUROPE LIMITED, a company limited by shares and any other financial institution which is or becomes a party hereto as a lender incorporated in England and Wales with company number 03819186 (each such financial institution“Turtle Beach”; and, including PNCtogether with its successors and assigns, is also referred to hereinafter individually as a “Lender” and collectively as the “LendersUK Borrower”), 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”US Borrowers, individually a “Borrower” and collectively individually and collectively, “Borrowers”), and each of Quest Resource Holding CorporationVTB HOLDINGS, a Nevada corporation (“Holdings”), and Quest Sustainability Services, Inc.INC., a Delaware corporation (F/K/A Earth911, Inc.) (“ParentVTB”), 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 Holdingsany other party that becomes a US Guarantor after the Restatement Effective Date, Parentindividually a “US Guarantor” and individually and collectively, Youchangejointly and severally, Vertigent “US Guarantors”; and Vertigent Onetogether with US Borrowers, individually a “UK Guarantor” and individually and collectively, jointly and severally, “UK Guarantors”; UK Guarantors and US Guarantors, individually a “Guarantor,” and individually and collectively, “Guarantors”); CRYSTAL FINANCIAL SPV LLC and the other lenders party to this Agreement from time to time (collectively, “Lenders”), and CRYSTAL FINANCIAL LLC, as agent, collateral agent and security trustee for Lenders (in such capacities, together with its successors and assigns in such capacities, “Agent”), and CRYSTAL FINANCIAL LLC, as sole lead arranger and sole book runner for the Lenders.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 Form of Revolving Credit A Note Exhibit 2.3 Form of Term Loan Note B Assignment and Acceptance Exhibit 3.11 Form of U.S. Tax C Assignment Notice Exhibit D Borrowing Base Exhibit E 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 F Closing Checklist Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Commitments of Lenders Schedule 6.1 Commercial Tort Claims 8.2.4 Dominion Accounts Schedule 7.1.1 8.4 Deposit Accounts Schedule 8.5.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.5 Former Names and Companies Schedule 8.1.13 Brokers’ Fees 9.1.15 Restrictive Agreements 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 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.17 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements Affiliate Transactions THIS LOANAMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made dated as of August 5July 27, 20202011, by and among PNC BankXXXXXX TIRE & RUBBER COMPANY, National Association (successor to BBVA USA) a Delaware corporation (“PNCCooper”), individually MAX-TRAC TIRE CO., INC., an Ohio corporation (“Max-Trac” and together with Cooper, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), BANK OF AMERICA, N.A., a Lendernational banking association, as administrative agent (in such capacity, “Administrative Agent”) for itself the Lenders 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 LendersLenders and other Secured Parties, Quest Resource Management GroupPNC Bank, LLCNational Association, a Delaware limited liability company national banking association, as syndication agent (“QuestSyndication Agent”), Landfill Diversion InnovationsBanc of America Securities LLC and PNC Capital Markets LLC, L.L.C.as joint book managers (in such capacity, a Delaware limited liability company “Joint Book Managers”) and joint lead arrangers (in such capacity, “LandfillJoint Lead Arrangers”) amends and restates in its entirety the Loan and Security Agreement (as amended to the date hereof, without giving effect to the amendments and restatements set forth herein, the “Existing Loan and Security Agreement”), Sustainable Solutions Groupdated as of November 9, LLC2007, a Delaware limited liability company (“SSG”)among the Borrowers party thereto, RWS Facility Servicesthe financial institutions party thereto as lenders and Bank of America, LLC a Delaware limited liability company (“RWS”N.A., 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”)agent for such lenders.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 Form of Revolving Credit A Revolver Note Exhibit 2.3 Form of Term Loan Note B Assignment and Acceptance Exhibit 3.11 Form of U.S. Tax Compliance C Assignment Notice Exhibit D Officer’s Certificate Exhibit 9.1.3 Form of Compliance Certificate Exhibit 9.1.4 Form of E 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 Revolver Commitments of Lenders Schedule 6.1 Commercial Tort Claims 1.1E(1) Existing Bank Products Schedule 7.1.1 1.1E(2) Existing Letters of Credit Schedule 1.1L Leasehold Mortgages Schedule 7.1(j) Equity Interests Schedule 7.3 Real Estate Schedule 8.5 Deposit Accounts Schedule 8.6.1 Credit Card Agreements Schedule 8.7.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.5 Former Names and Companies Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.15 Restrictive Agreements Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.17 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements Affiliate Transactions THIS LOAN, AMENDED AND RESTATED LOAN AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made dated as of August 5November 30, 20202010, by and among PNC BankCONN’S, 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, LLCINC., a Delaware limited liability company (“Quest”)corporation, 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”, as parent 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.) guarantor (“Parent”), YouchangeCONN APPLIANCES, Inc.INC., an Arizona a Texas corporation (“YouchangeCAI”), Quest Vertigent CorporationCONN CREDIT I, LP, a Nevada Texas limited partnership (“CCI”), and CONN CREDIT CORPORATION, INC., a Texas corporation (“VertigentCCCI”, and together with CAI and CCI, collectively, “Borrowers”), Quest Vertigent Onethe financial institutions party to this Agreement from time to time as lenders (collectively, LLC“Lenders”), BANK OF AMERICA, N.A., a Delaware limited liability company national banking association, as Administrative Agent and Collateral Agent for the Lenders (“Vertigent Agent”) JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Co-Syndication Agent, Joint Book Runner and Co-Lead Arranger for the Lenders (“JPMorgan”), XXXXX FARGO PREFERRED CAPITAL, INC., as Co-Syndication Agent for the Lenders (“WFPC”), XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, as Joint Book Runner and Co-Lead Arranger for the Lenders (“BAS”), CAPITAL ONE, N.A., as Co-Documentation Agent for the Lenders (“Capital One”), and Global Alerts, LLCREGIONS BUSINESS CAPITAL, a Delaware limited liability company division of REGIONS BANK, as Co-Documentation Agent for the Lenders (“Global Alerts”, and together with Holdings, Parent, Youchange, Vertigent and Vertigent One, individually a “Guarantor” and collectively, “GuarantorsRegions Bank”).

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 EXHIBIT A Assignment EXHIBIT B 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 SCHEDULE 1.1(a) SCHEDULE 1.1(b) Deemed EBITDA (RWSSCHEDULE 6.1(o) Schedule 1.2 Ineligible Commitments of Lenders Schedule 6.1 Specified Foreign Account Debtors Closing Date Mortgaged Properties SCHEDULE 7.3 Pledged Collateral SCHEDULE 7.5 SCHEDULE 8.2.1 Commercial Tort Claims Schedule 7.1.1 Borrowing Base Reporting SCHEDULE 8.5 Deposit Accounts and Securities Accounts SCHEDULE 8.6.1 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 SCHEDULE 9.1.6 Environmental Matters SCHEDULE 9.1.14(a) Obligors and Licenses Schedule 8.1.16 Environmental Schedule 8.1.17 Subsidiaries SCHEDULE 9.1.14(b) Capitalization SCHEDULE 9.1.15 Entity Information SCHEDULE 9.1.16(b) Sand Mines SCHEDULE 9.1.20 Swap Obligations SCHEDULE 9.1.23 Major Material 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 SCHEDULE 9.1.27 Credit Card Agreements SCHEDULE 10.1.11 Post-Closing Obligations SCHEDULE 10.2.1 Existing Debt Schedule 9.2.4 SCHEDULE 10.2.2 Existing Liens Schedule 9.2.10 SCHEDULE 10.2.3 Restrictive Agreements SCHEDULE 10.2.4 Existing Investments Schedule 9.2.14 SCHEDULE 10.2.14 Existing Restrictive Agreements Affiliate Transactions THIS LOAN, SECURITY AND GUARANTY AGREEMENT is dated as of February 22, 2023 (as amended, modified or supplemented from time to time, 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 Groupamong ATLAS SAND COMPANY, LLC, a Delaware limited liability company (the “Quest”), Landfill Diversion Innovations, L.L.C., Company” and 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 (“RWSBorrower”, and together with Quest, Landfill, RWS, SSG and each hereafter arising any Restricted Subsidiary of any the Company that becomes party to this Agreement as an additional Borrower and each other Person joined hereto as a “Borrower”after the date hereof, individually a “Borrower” and collectively collectively, “Borrowers”), and each certain of Quest Resource Holding Corporationtheir Subsidiaries, as Guarantors, the financial institutions party to this Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a Nevada corporation national banking association (“HoldingsBank of America”), and Quest Sustainability Services, Inc., a Delaware corporation as agent for the Lenders (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 collectivelyin such capacity, “GuarantorsAgent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 Form of Revolving Credit A Revolver 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 B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Joinder Agreement Schedule 1 Commitment 1.1A Comerica Letters of Credit Schedule Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible 1.1B Commitments of Lenders Schedule 6.1 Commercial Tort Claims 7.3.1 Owned Real Estate Schedule 7.1.1 8.5 Deposit Accounts and Investment Property Schedule 8.6.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.15 Restrictive Agreements Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Plan Disclosures Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.17 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements Affiliate Transactions THIS LOAN, LOAN AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made dated as of August 5March 28, 20202011, by and among PNC BankFFE TRANSPORTATION SERVICES, National Association INC., a Delaware corporation (successor to BBVA USA"FFE"), XXXX MOTOR LINES, INC., a Delaware corporation ("LML"), XXXXXXX CORPORATION, a Delaware corporation ("Xxxxxxx"), FFE LOGISTICS, INC., a Delaware corporation ("Logistics") (“PNC”each of FFE, LML, Xxxxxxx and Logistics is, individually, a "Borrower" and they are, collectively, "Borrowers"), individually as FROZEN FOOD EXPRESS INDUSTRIES, INC., a Lender, as administrative agent Texas corporation (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”"Parent"), and as collateral agent (in such capacity, “Collateral Agent”) for the Lenders, Quest Resource Management Group, XXXXXXX LLC, a Delaware limited liability company (“Quest”"Xxxxxxx LLC"), Landfill Diversion InnovationsFX HOLDINGS, 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.INC., a Delaware corporation (F/K/A Earth911, Inc.) (“Parent”"FX"), YouchangeCOMPRESSORS PLUS, Inc.INC., an Arizona a Texas corporation (“Youchange”"CPI"), Quest Vertigent CorporationFFE DRIVER ACADEMY, INC., a Nevada Texas corporation (“Vertigent”)"FFE Driver") and the additional Subsidiaries of Parent party to this Agreement from time to time as Guarantors, Quest Vertigent Onethe financial institutions party to this Agreement from time to time as lenders (collectively, LLC, a Delaware limited liability company (“Vertigent One”"Lenders"), and Global AlertsBANK OF AMERICA, LLCN.A., a Delaware limited liability company national banking association, as agent for the Lenders (“Global Alerts”, and together with Holdings, Parent, Youchange, Vertigent and Vertigent One, individually a “Guarantor” and collectively, “Guarantors”"Agent").

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Form of Revolving Credit Revolver Note Exhibit 2.3 B Form of Term Loan Note Guarantee and Collateral Agreement 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 C Form of Assignment and Acceptance Schedule 1 Commitment Schedule Exhibit D Form of Assignment Notice Exhibit E Form of Bank Product Notice Exhibit F Form of Intercreditor Agreement Exhibit G Form of Holdings Subordination Agreement Exhibit H Form of Compliance Certificate Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Commitments of Lenders Schedule 1.2 Ineligible Lenders Marked-to-Market Basis Schedule 6.1 Commercial Tort Claims 1.3 Excluded Real Estate Schedule 7.1.1 7.4 Pledged Collateral Schedule 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business 9.1.8 Subsidiaries and Equity Related Agreements Schedule 8.1.4 Capital Structure 9.1.10 Material Contracts Schedule 8.1.5 Names; Organization 9.1.17 Environmental Matters Schedule 8.1.13 Brokers’ Fees 9.1.18 Insurance Schedule 8.1.14 9.1.20 Real Estate Matters Schedule 9.1.26 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 Environmental 10.2.1 Existing Indebtedness 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 10.2.2 Existing Liens Schedule 9.2.10 10.2.4 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements THIS LOAN, LOAN AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made dated as of August 5July 3, 20202008, by and among PNC BankALON REFINING XXXXX SPRINGS, 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, LLCINC., a Delaware limited liability company corporation (the “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 Company” or a “Borrower”), individually EACH OTHER PARTY JOINED AS A BORROWER HEREUNDER FROM TIME TO TIME (each individually, a “Borrower” and and, collectively with the Company, the “Borrowers”), and each of Quest Resource Holding CorporationALON REFINING LOUISIANA, INC., a Nevada Delaware corporation (“Holdings”), and Quest Sustainability Servicesthe financial institutions party to this Agreement from time to time as lenders (collectively, 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 OneLenders”), and Global AlertsBANK OF AMERICA, LLCN.A., a Delaware limited liability company national banking association, as administrative agent for the Lenders (“Global Alerts”, and together with Holdings, Parent, Youchange, Vertigent and Vertigent One, individually a “Guarantor” and collectively, “GuarantorsAgent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 Form of Revolving Credit A Revolver Note Exhibit 2.3 Form of Term Loan Note C Assignment and Acceptance Exhibit 3.11 Form of U.S. Tax Compliance Certificate D Assignment Notice Exhibit 9.1.3 Form of Compliance Certificate Exhibit 9.1.4 Form of E Borrowing Base Certificate Exhibit 13.5 F Compliance Certificate Exhibit G Notice of Borrowing Exhibit H Notice of Conversion/Continuation Exhibit I Form of Assignment and Acceptance Schedule 1 Commitment Schedule Joinder Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Revolver Commitments of Lenders Schedule 6.1 7.1 Commercial Tort Claims Schedule 7.1.1 Business 7.4 Mortgages Schedule 8.5 Deposit Accounts Schedule 8.6.1 Locations of Collateral Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 Existing 10.2.5 Permitted Investments Schedule 9.2.14 Existing 10.2.7 Permitted Asset Dispositions Schedule 10.2.15 Restrictive Agreements Schedule 10.2.18 Existing Affiliate Transactions Schedule 11.1 Events not Constituting an Event of Default THIS LOANAMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of April 26, SECURITY AND GUARANTY AGREEMENT 2011 (this “Agreement”) is made as of August 5), 2020among COMMERCIAL VEHICLE GROUP, by and among PNC BankINC., National Association a Delaware corporation (successor to BBVA USA) (the “PNCCompany”), individually each other Borrower (as a Lenderherein defined) from time to time party hereto, as administrative agent (in such capacitytogether, with the Company, collectively, “Administrative AgentBorrowers”) for itself and any other ), the financial institution which is or becomes a institutions party hereto to this Agreement from time to time as a lender lenders (each such financial institutioncollectively, including PNC, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), and BANK OF AMERICA, N.A., as collateral agent for Lenders (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”).

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 A Form of Assignment and Acceptance Exhibit B-1 Form of Note Exhibit B-2 Form of Designated Bank Note Exhibit C Form of Notice of Borrowing Exhibit D Form of Notice of Conversion /Continuation Exhibit E List of Closing Documents Exhibit F Form of Compliance Certificate to Accompany Reports Exhibit G Sample of Calculations of Financial Covenants Exhibit H Form of Competitive Bid Quote Request Exhibit I Form of Invitation for Competitive Bid Quote Exhibit J Form of Competitive Bid Quote Exhibit K Form of Designation Agreement Exhibit L Form of Guaranty 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 1.1.1 Existing Debt Schedule 9.2.4 Existing Permitted Liens Schedule 9.2.10 Existing Investments 1.1.2 Permitted Securities Options Schedule 9.2.14 Existing Restrictive Agreements THIS LOAN6.1(d) Equity Changes Schedule 7.1-A Organizational Documents Schedule 7.1-C Corporate Structure; Outstanding Capital Stock and Partnership Interests; Partnership Agreement Schedule 7.1-H Indebtedness for Borrowed Money; Contingent Obligations Schedule 7.1-I Pending Actions Schedule 7.1-P Environmental Matters Schedule 7.1-Q ERISA Matters Schedule 7.1-R Securities Activities Schedule 7.1-T Insurance Policies AMENDED AND RESTATED CREDIT AGREEMENT This Amended and Restated Credit Agreement dated as of September 7, SECURITY AND GUARANTY AGREEMENT 2000 (this “Agreement”as amended, supplemented or modified from time to time, the "AGREEMENT") is made as of August 5entered into among RECKSON OPERATING PARTNERSHIP, 2020L.P., by and among PNC Bank, National Association a Delaware limited partnership (successor to BBVA USA) (“PNC”"RECKSON"), individually as a Lender, as administrative agent (in such capacity, “Administrative Agent”) for itself and any other financial institution which is or becomes the institutions from time to time a party hereto as a lender (each such financial institutionLenders, including PNCwhether by execution of this Agreement or an Assignment and Acceptance, is referred to hereinafter individually THE CHASE MANHATTAN BANK as a “Lender” and collectively Administrative Agent, UBS WARBURG LLC as the “Lenders”)Syndication Agent, DEUTSCHE BANK as Documentation Agent, and CHASE SECURITIES INC. and UBS WARBURG LLC 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”, joint lead arrangers 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”).joint book managers. RECITALS

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 Form of Revolving Credit A Revolver Note Exhibit 2.3 Form of Term Loan Note C Assignment and Acceptance Exhibit 3.11 Form of U.S. Tax Compliance Certificate D Assignment Notice Exhibit 9.1.3 Form of Compliance Certificate Exhibit 9.1.4 Form of E Borrowing Base Certificate Exhibit 13.5 F Compliance Certificate Exhibit G Notice of Borrowing Exhibit H Notice of Conversion/Continuation Exhibit I Form of Assignment and Acceptance Schedule 1 Commitment Schedule Joinder Schedule 1.1 Deemed EBITDA Revolver Commitments of Lenders* Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Lenders Schedule 6.1 7.1 Commercial Tort Claims Schedule 7.1.1 Business 7.4 Mortgages* Schedule 8.5 Deposit Accounts* Schedule 8.6.1 Locations of Collateral Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Licenses* Schedule 8.1.16 9.1.14 Environmental Matters* Schedule 8.1.17 9.1.15 Burdensome Contracts Restricting Right to Incur Debts Schedule 8.1.18 Litigation 9.1.16 Litigation* Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases 10.2.1 Existing Debt* Schedule 9.2.2 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 Existing 10.2.5 Permitted Investments Schedule 9.2.14 10.2.7 Permitted Asset Dispositions* Schedule 10.2.15 Restrictive Agreements* Schedule 10.2.18 Existing Restrictive Agreements Affiliate Transactions Schedule 11 Mandatory Costs Schedule 11.1 Events not Constituting an Event of Default * Schedules denoted with an asterisk have been updated pursuant to Section 15.19 of this Agreement. THIS LOANSECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of November 15, SECURITY AND GUARANTY AGREEMENT 2013 (this “Agreement”) is made as of August 5), 2020among COMMERCIAL VEHICLE GROUP, by and among PNC BankINC., National Association a Delaware corporation (successor to BBVA USA) (the “PNCCompany”), individually each other Borrower (as a Lenderherein defined) from time to time party hereto (together, as administrative agent (in such capacitywith the Company, collectively, “Administrative AgentBorrowers”) for itself and any other ), the financial institution which is or becomes a institutions party hereto to this Agreement from time to time as a lender lenders (each such financial institutioncollectively, including PNC, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as collateral agent for Lenders (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”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 Form of Revolving Credit A Revolver 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 B Assignment and Acceptance Schedule 1 Commitment Schedule Exhibit C Assignment Notice Exhibit D Certain Account Debtors Exhibit E-1 Notice of Borrowing for U.S. Revolver Loans Exhibit E-2 Notice of Borrowing for Singapore Base Rate Revolver Loans Exhibit E-3 Notice of Borrowing for Singapore LIBOR Revolver Loans Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Revolver Commitments of Lenders Schedule 6.1 Commercial Tort Claims 8.5 Deposit Accounts Schedule 7.1.1 8.6.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.15 Restrictive Agreements Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Plan Disclosures Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.6 Scheduled Asset Dispositions Schedule 10.2.8 Certain Borrowed Money Schedule 10.2.9 Permitted Restructuring Transactions Schedule 10.2.17 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements Affiliate Transactions THIS LOAN, LOAN AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made dated as of August 5September 30, 20202010, by and among PNC BankKEMET ELECTRONICS CORPORATION, National Association (successor to BBVA USA) a Delaware corporation (“PNCU.S. Borrower”), individually KEMET ELECTRONICS MARKETING (S) PTE LTD., a Singapore corporation (“Singapore Borrower” and, together with U.S. Borrower, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), BANK OF AMERICA, N.A., a Lendernational banking association, as administrative agent for the Lenders (“Agent”), and BANC OF AMERICA SECURITIES LLC, a Delaware limited liability company, as lead arranger (in such capacity, “Administrative AgentLead Arranger”) 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 bookrunner (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, “GuarantorsBookrunner”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A-1 Form of Revolving Credit Tranche A Term Note Exhibit 2.3 Form of Term Loan Note Exhibit 3.11 A-2 Form of U.S. Tax Compliance Certificate Tranche B Term Note Exhibit 9.1.3 A-3 Form of Canadian Tranche B Term Note Exhibit B Form of Assignment and Assumption Agreement Exhibit C [Reserved] Exhibit D Form of Compliance Certificate Exhibit 9.1.4 Form Schedule 1.1(a) Commitments of Borrowing Base Certificate Exhibit 13.5 Form of Assignment and Acceptance Schedule 1 Commitment Schedule Schedule 1.1 Deemed EBITDA the Lenders Schedule 1.1(b) Deemed EBITDA (RWS) Excluded Subsidiaries Schedule 1.2 Ineligible Lenders Schedule 6.1 7.1 Commercial Tort Claims Schedule 7.1.1 7.2.1 Deposit Accounts Schedule 7.2.3 Credit Card Arrangements Schedule 8.3.3 Consignments Schedule 8.5.1 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 9.1.4 Names; Organization Capital Structure; Warrants, Etc. Schedule 8.1.13 Brokers’ Fees 9.1.5 Former Names and Companies Schedule 8.1.14 9.1.6(a) Real Estate Schedule 9.1.6(b) Investments Schedule 9.1.8 Financial Statements Schedule 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.15 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.16 Burdensome Agreements Schedule 8.1.18 9.1.17 Litigation Schedule 8.1.20 Pension 9.1.19 Material Contracts Schedule 9.1.20 Canadian Plans Schedule 8.1.22 9.1.22 Labor Relations Contracts Schedule 8.1.23 Leases 9.1.25 Certain Transactions Schedule 9.2.2 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 Existing Investments 10.2.7 Restrictions on Subsidiary Distributions (Contractual Obligations) Schedule 9.2.14 Existing Restrictive Agreements 10.2.9(i) Trademarks Licensed to Excluded Subsidiaries THIS LOAN, THIRD AMENDED AND RESTATED TERM LOAN AND SECURITY AND GUARANTY AGREEMENT (this THIS “AgreementAGREEMENT”) is made as of August 5IS ENTERED INTO AS OF NOVEMBER 21, 20202014, by and among PNC BankAMONG MAYOR’S JEWELERS INC., National Association A DELAWARE CORPORATION (successor to BBVA USA) (THE “PNCUS BORROWER” OR “MAYOR’S”), individually BIRKS GROUP INC. – GROUPE BIRKS INC. (formerly known as a LenderBIRKS & MAYORS INC.), as administrative agent A CANADIAN CORPORATION (in such capacityTHE “CANADIAN BORROWER” OR “BIRKS” AND, TOGETHER WITH THE US BORROWER, COLLECTIVELY, THE “Administrative Agent”) for itself and any other financial institution which is or becomes a party hereto as a lender (each such financial institutionBORROWERS” AND EACH INDIVIDUALLY, including PNC, is referred to hereinafter individually as a A “Lender” and collectively as the “LendersBORROWER”), and as collateral agent EACH SUBSIDIARY OF THE BORROWERS FROM TIME TO TIME PARTY HERETO AS A GUARANTOR, EACH LENDER FROM TIME TO TIME PARTY HERETO (in such capacityCOLLECTIVELY, THE “LENDERS” AND EACH INDIVIDUALLY, A “LENDER”) AND CRYSTAL FINANCIAL LLC, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT (IN ITS INDIVIDUAL CAPACITY, “Collateral Agent”) for the Lenders, Quest Resource Management Group, LLC, a Delaware limited liability company (CRYSTAL” OR THE “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, “GuarantorsAGENT”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 Form of Revolving Credit Note Exhibit 2.3 A Form of Term Loan B/C/D/E/F/G 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 B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Joinder Agreement Exhibit E Compliance Certificate Schedule 1 Commitment 1.1A Lender Term B Loan Amounts Schedule 1.1B Lender Term C Loan Amounts Schedule 1.1 Deemed EBITDA 1.1C Lender Term D Loan Amounts Schedule 1.1(b) Deemed EBITDA (RWS) 1.1D Lender Term E Loan Amounts Schedule 1.2 Ineligible Lenders 1.1E Lender Term F Loan Amounts Schedule 6.1 Commercial Tort Claims 1.1F Lender Term G Loan Amounts Schedule 7.1.1 7.5 Deposit Accounts Schedule 7.6.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 Names and Capital Structure Schedule 8.1.5 Corporate Names; Organization Locations Schedule 8.1.13 Brokers’ Fees 8.1.8 Surety Obligations Schedule 8.1.14 8.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.14 Environmental Matters Schedule 8.1.15 Restrictive Agreements Schedule 8.1.16 Environmental Schedule 8.1.17 Contracts Restricting Right to Incur Debts Litigation Schedule 8.1.18 Litigation Schedule 8.1.20 Pension Plans Schedule 8.1.22 8.1.20 Labor Relations Contracts Schedule 8.1.23 Leases 8.1.29 Material Contracts Schedule 9.2.1 Existing Indebtedness Schedule 9.2.2 Existing Debt Schedule 9.2.4 Existing Liens Schedule 9.2.10 Existing 9.2.5 Investments Schedule 9.2.14 9.2.17 Existing Restrictive Agreements Affiliate Transactions THIS LOAN, SECURITY FIFTH AMENDED AND GUARANTY RESTATED TERM LOAN AGREEMENT (this “Agreement”) is made dated as of August 5June 28, 20202013 among KELLWOOD COMPANY, by and among PNC Bank, National Association (successor to BBVA USA) a Delaware corporation (“PNCBorrower Representative” or “Parent”) and its Domestic Subsidiaries from time to time a party hereto (each a “Borrower” and collectively with Borrower Representative, “Borrowers”), individually other Obligors (as a Lenderdefined below) party hereto, 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 GroupSCSF Kellwood Finance, LLC, a Delaware limited liability company (“QuestSCSF Finance”), Landfill Diversion Innovations, L.L.C., a Delaware limited liability company (“Landfill”), Sustainable Solutions Group) and Sun Kellwood Finance, LLC, a Delaware limited liability company (“SSG”)Sun Finance” and, RWS Facility Services, LLC a Delaware limited liability company (“RWS”, and together with Questthe SCSF Finance, 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 “GuarantorLender” and collectively, the “GuarantorsLenders”) and Sun Finance, in its capacity as collateral agent for each Lender (the “Collateral Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Form of Revolving Credit Note Assignment and Acceptance Exhibit 2.3 B Form of Term Loan Note Assignment Notice Exhibit 3.11 Form of U.S. Tax Compliance Certificate Exhibit 9.1.3 C Form of Compliance Certificate Exhibit 9.1.4 D Form of Notice of Borrowing Base Certificate Exhibit 13.5 E Form of Assignment and Acceptance Schedule 1 Commitment Schedule Notice of Conversion/Continuation Exhibit F Form of Secured Bank Products Provider Agreement Exhibit 2.1.2 Form of Revolver Note Exhibit 6.1(h) Form of Solvency Certificate Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Commitments of Lenders Schedule 6.1 Commercial Tort Claims 8.4 Deposit Accounts Schedule 7.1.1 8.6.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.5 Owned Real Estate Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.10 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.13 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.14 Restrictive Agreements Schedule 8.1.18 9.1.15 Litigation Schedule 8.1.20 9.1.17 Pension Plans Schedule 8.1.22 9.1.19 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.5 Existing Investments Schedule 9.2.14 10.2.16 Existing Restrictive Agreements THIS LOAN, Affiliate Transactions Schedule 14.3.1 Notice Addresses This THIRD AMENDED AND RESTATED LOAN AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made dated as of August 5, 20202021, by and among PNC BankAMERICAN VANGUARD CORPORATION, National Association (successor to BBVA USA) a Delaware corporation (“PNCHoldco”), individually AMVAC CHEMICAL CORPORATION, a California corporation (the “Borrower Agent”), AMVAC NETHERLANDS B.V., a besloten vennootschap met beperkte aansprakelijkheid, organized under the law of the Netherlands (“AMVAC B.V.”, and together with the Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as a Lenderlenders (collectively, “Lenders”), BANK OF THE WEST (“Bank of the West”), as administrative agent, documentation agent, syndication agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns 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”), BMO XXXXXX FINANCING, INC. and COMPEER FINANCIAL, PCA, as collateral agent co-documentation agents (collectively, and in such capacities, “Co-Documentation Agents”) and Bank of the West, as sole lead arranger and book runner (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 Questits successors and assigns in such capacity, Landfill, RWS, SSG the “Lead Arranger 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, “GuarantorsBook Runner”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Form of Revolving Credit Note Assignment and Acceptance Exhibit 2.3 B Form of Term Loan Note Assignment Notice Exhibit 3.11 Form of U.S. Tax Compliance Certificate Exhibit 9.1.3 Form of Compliance Certificate Exhibit 9.1.4 C Form of Borrowing Base Certificate Exhibit 13.5 D Form of Assignment and Acceptance Schedule 1 Commitment Schedule Compliance Certificate Exhibit E Form of Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Notice of Elected Harvest Period Exhibit H Form of Secured Bank Products Provider Agreement Exhibit 2.1.2 Form of First Lien Revolver Note Exhibit 2.2.2 Form of First Lien Term Note Exhibit 2.3.4 Form of First Lien Capital Expenditure Note Exhibit 6.1(j) Form of Solvency Certificate Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Commitments of Lenders Schedule 6.1 Commercial Tort Claims 8.5 Deposit Accounts Schedule 7.1.1 8.6.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.5 Owned Real Estate Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.15 Restrictive Agreements Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.5 Existing Investments Schedule 9.2.14 10.2.16 Existing Restrictive Agreements Affiliate Transactions Schedule 14.3.1 Notice Addresses THIS LOAN, FIRST LIEN LOAN AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made dated as of August 5October 14, 20202016, by and among PNC BankMALLARD INTERMEDIATE, National Association (successor to BBVA USA) INC., a Delaware corporation (“PNCIntermediate Holdco”), individually MALLARD BUYER CORP., a Delaware corporation (“Borrower Agent”), each other Subsidiary of Intermediate Holdco party to this Agreement from time to time, including the Targets identified below (together with the Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as a Lenderlenders (collectively, “Lenders”), and BANK OF THE WEST (“Bank of the West”), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), Bank of the West, ING CAPITAL LLC (“ING Capital”) and AMERICAN AGCREDIT, PCA (“American AgCredit”), as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), Bank of the West, ING Capital and American AgCredit, as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”), ING Capital, as syndication agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Syndication 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 AGSTAR FINANCIAL SERVICES, PCA/FLCA, CITY NATIONAL BANK and MUFG UNION BANK, N.A., as collateral agent co-documentation agents (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 their respective successors 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 collectivelyassigns in such capacity, “GuarantorsCo-Documentation Agents”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Form of Revolving Credit Note Assignment Exhibit 2.3 B Form of Term Loan Note Borrowing Base Report Exhibit 3.11 Form of U.S. Tax Compliance Certificate Exhibit 9.1.3 C Form of Compliance Certificate Exhibit 9.1.4 D Form of Lien Waiver Exhibit E Form of Notice of Borrowing Base Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Perfection Certificate Exhibit 13.5 H Form of Assignment Designated Borrower Request and Acceptance Schedule 1 Commitment Schedule Assumption Agreement Exhibit I Form of Designated Borrower Notice Exhibit J Form of Rolling Forecast Report Schedule 1.1 Deemed EBITDA Commitments of Lenders Schedule 1.1(b) Deemed EBITDA (RWS) Account Debtors Schedule 1.2 Ineligible Lenders 2.2 Existing Letters of Credit Schedule 6.1 Commercial Tort Claims 8.6 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 7.1.1 Business 8.7.1 Collateral Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business 9.1.3 Approvals; Other Consents Schedule 8.1.4 9.1.5 Material Debt and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 8.1.5 Names; Organization 9.1.16 Compliance with Laws Schedule 8.1.13 Brokers’ Fees 9.1.20(a)Filing Offices Schedule 8.1.14 Patents, Trademarks, Copyrights and Licenses 9.1.22 Locations of Offices Schedule 8.1.16 Environmental 9.1.27 Material Contracts Schedule 8.1.17 Contracts Restricting Right to Incur Debts 10.1.15Post-Closing Undertakings Schedule 8.1.18 Litigation 10.2.1(h)Debt 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 10.2.2 Liens Schedule 9.2.10 Existing 10.2.4 Investments Schedule 9.2.14 Existing Restrictive Agreements 10.2.10Transactions with Affiliates THIS LOANLOAN AND SECURITY AGREEMENT is dated as of June 29, SECURITY AND GUARANTY AGREEMENT 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of August 5), 2020among CSI COMPRESSCO LP, by and among PNC Bank, National Association a Delaware limited partnership (successor to BBVA USA) (the “PNCCompany”), individually as CSI COMPRESSCO SUB INC., a Lender, as administrative agent Delaware corporation (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 “LendersSub Inc.”), and as collateral agent (in such capacity, “Collateral Agent”) for the Lenders, Quest Resource Management Group, CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company company, (“Quest”), Landfill Diversion Innovations, L.L.C., a Delaware limited liability company (“Landfill”), Sustainable Solutions Group, Operating 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 collectively, with the Company and Sub Inc. the “Borrowers”), and each certain subsidiaries of Quest Resource Holding Corporationthe Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as Lenders, BANK OF AMERICA, N.A., a Nevada corporation national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “HoldingsAdministrative Agent”), Issuing Bank 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”)Swing Line Lender.

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 A Form of Assignment and Acceptance Exhibit B-1 Form of Note Exhibit B-2 Form of Designated Bank Note Exhibit C Form of Notice of Borrowing Exhibit D Form of Notice of Conversion/Continuation Exhibit E List of Closing Documents Exhibit F Form of Compliance Certificate to Accompany Reports Exhibit G Sample of Calculations of Financial Covenants Exhibit H Form of Competitive Bid Quote Request Exhibit I Form of Invitation for Competitive Bid Quote Exhibit J Form of Competitive Bid Quote Exhibit K Form of Designation Agreement Exhibit L Form of Guaranty Schedule 1 Commitment LC Lenders' Commitments and Notice Addresses 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 1.1.1 Existing Debt Schedule 9.2.4 Existing Permitted Liens Schedule 9.2.10 Existing Investments 1.1.2 Permitted Securities Options Schedule 9.2.14 Existing Restrictive Agreements THIS LOAN6.1(d) Equity Changes Schedule 7.1-A Organizational Documents Schedule 7.1-C Corporate Structure; Outstanding Capital Stock and Partnership Interests; Partnership Agreement Schedule 7.1-H Indebtedness for Borrowed Money; Contingent Obligations Schedule 7.1-I Pending Actions Schedule 7.1-P Environmental Matters Schedule 7.1-Q ERISA Matters Schedule 7.1-R Securities Activities Schedule 7.1-T Insurance Policies SECOND AMENDED AND RESTATED CREDIT AGREEMENT This Second Amended and Restated Credit Agreement dated as of December 30, SECURITY AND GUARANTY AGREEMENT 2002 (this “Agreement”as amended, supplemented or modified from time to time, the "AGREEMENT") is made as of August 5entered into among RECKSON OPERATING PARTNERSHIP, 2020L.P., by and among PNC Bank, National Association a Delaware limited partnership (successor to BBVA USA) (“PNC”"RECKSON"), individually as a Lender, as administrative agent (in such capacity, “Administrative Agent”) for itself and any other financial institution which is or becomes the institutions from time to time a party hereto as a lender Lenders, whether by execution of this Agreement or an Assignment and Acceptance, JPMORGAN CHASE BANK (each such financial institutionformerly known as The Chase Manhattan Bank) as Administrative Agent, including PNCWELLS FARGO BANK, is referred to hereinafter individually NATIONAL ASSOCIATION, as a “Lender” Syndication Agent, CITICOXX XXRTH AMERICA, INC. and collectively WACHOVIA BANK, NATIONAL ASSOCIATION as the “Lenders”)Co-Documentation Agents, and J.P. MORGAN SECURITIES INC. (formerly known 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, Chase Securities 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”), xxx XXXXXON SMITH BARNEY INC. as co-lead arrangers 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”).joint bookrunners. RECITALS

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Assignment and Acceptance Exhibit B Assignment Notice Exhibit C Form of Revolving Credit Note Notice of Borrowing Exhibit 2.3 D Form of Term Loan Note Guaranty Exhibit 3.11 E Form of Compliance Certificate Exhibit F Form of U.S. Tax Compliance Certificate Exhibit 9.1.3 G Form of Compliance Certificate Joinder Exhibit 9.1.4 H Initial Budget Exhibit I Form of Borrowing Base Certificate Global Intercompany Note Exhibit 13.5 J Form of Assignment and Acceptance Schedule 1 Commitment Schedule Variance Report Certificate Schedule 1.1 Deemed EBITDA Commitments of Lenders Schedule 1.1(a) Subject Real Property Schedule 1.1(b) Deemed EBITDA (RWSCommitment Letter Schedule 6.2.1 List of Closing Documents Schedule 6.3 Conditions Subsequent Schedule 7.1(c) Schedule 1.2 Ineligible Lenders Schedule 6.1 Commercial Tort Claims Schedule 7.1.1 Business Locations 7.3(a) Equity Interests and Debt Securities Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business 8.5 Deposit Accounts, Security Accounts, Commodity Accounts Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.10 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 Environmental Schedule 8.1.17 Contracts Restricting Right to Incur Debts Schedule 8.1.18 9.1.15 Litigation Schedule 8.1.20 Pension Plans Schedule 8.1.22 9.1.18 Labor Relations Schedule 8.1.23 Leases 10.1.16 Immaterial Subsidiaries Schedule 9.2.2 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.4 Existing Investments Schedule 9.2.14 10.2.16 Existing Restrictive Agreements Affiliate Transactions THIS LOANSENIOR SECURED SUPER-PRIORITY REPLACEMENT DEBTOR-IN-POSSESSION LOAN AND SECURITY AGREEMENT is dated as of February 27, SECURITY AND GUARANTY AGREEMENT 2023 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, including pursuant to the First Amendment (as defined below), this “Agreement”) is made as of August 5, 2020), by and among PNC Bank(a) CORE SCIENTIFIC, National Association (successor to BBVA USA) INC., a Delaware corporation and a debtor and debtor- in-possession in the Chapter 11 Cases (“PNCCore Scientific” or “Borrower”), individually ) and as a Lender, as administrative agent authorized representative for all Obligors hereunder (in such capacity, the “Obligor Representative”), (b) each SUBSIDIARY GUARANTOR, as a Guarantor, an Obligor, and a debtor and debtor-in-possession in the Chapter 11 Cases, (c) each Person party hereto from time to time as a LENDER, and (d) X. XXXXX COMMERCIAL CAPITAL, LLC, as Administrative Agent (the “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”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Form of Revolving Credit Note Assignment Exhibit 2.3 B Form of Term Loan Note Borrowing Base Report Exhibit 3.11 Form of U.S. Tax Compliance Certificate Exhibit 9.1.3 C Form of Compliance Certificate Exhibit 9.1.4 D Form of Lien Waiver Exhibit E Form of Notice of Borrowing Base Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Perfection Certificate Exhibit 13.5 H Form of Assignment Designated Borrower Request and Acceptance Schedule 1 Commitment Schedule Assumption Agreement Exhibit I Form of Designated Borrower Notice Exhibit J Form of Rolling Forecast Report Schedule 1.1 Deemed EBITDA Commitments of Lenders Schedule 1.1(b) Deemed EBITDA (RWS) Account Debtors Schedule 1.2 Ineligible Lenders 2.2 Existing Letters of Credit Schedule 6.1 Commercial Tort Claims 8.6 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 7.1.1 Business 8.7.1 Collateral Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business 9.1.3 Approvals; Other Consents Schedule 8.1.4 9.1.5 Material Debt and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 8.1.5 Names; Organization 9.1.16 Compliance with Laws Schedule 8.1.13 Brokers’ Fees 9.1.20(a) Filing Offices Schedule 8.1.14 Patents, Trademarks, Copyrights and Licenses 9.1.22 Locations of Offices Schedule 8.1.16 Environmental 9.1.27 Material Contracts Schedule 8.1.17 Contracts Restricting Right to Incur Debts 10.1.15 Post-Closing Undertakings 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 10.2.1(h) Debt Schedule 9.2.4 Existing 10.2.2 Liens Schedule 9.2.10 Existing 10.2.4 Investments Schedule 9.2.14 Existing Restrictive Agreements 10.2.10 Transactions with Affiliates THIS LOANLOAN AND SECURITY AGREEMENT is dated as of June 29, SECURITY AND GUARANTY AGREEMENT 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of August 5), 2020among CSI COMPRESSCO LP, by and among PNC Bank, National Association a Delaware limited partnership (successor to BBVA USA) (the “PNCCompany”), individually as CSI COMPRESSCO SUB INC., a Lender, as administrative agent Delaware corporation (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 “LendersSub Inc.”), and as collateral agent (in such capacity, “Collateral Agent”) for the Lenders, Quest Resource Management Group, CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company company, (“Quest”), Landfill Diversion Innovations, L.L.C., a Delaware limited liability company (“Landfill”), Sustainable Solutions Group, Operating 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 collectively, with the Company and Sub Inc. the “Borrowers”), and each certain subsidiaries of Quest Resource Holding Corporationthe Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as Lenders, BANK OF AMERICA, N.A., a Nevada corporation national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “HoldingsAdministrative Agent”), Issuing Bank 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”)Swing Line Lender.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A-1 Form of Revolving Credit US Term Note Exhibit 2.3 A-2 Form of Canadian Term Loan Note Exhibit 3.11 B Form of U.S. Tax Compliance Assignment and Assumption Agreement Exhibit C Form of Information Certificate Exhibit 9.1.3 D Form of Compliance Certificate Exhibit 9.1.4 Form Schedule 1.1(a) Commitments of Borrowing Base Certificate Exhibit 13.5 Form of Assignment and Acceptance Schedule 1 Commitment Schedule Schedule 1.1 Deemed EBITDA the Lenders Schedule 1.1(b) Deemed EBITDA (RWSExcluded Subsidiaries Schedule 1.1(c) Certain Store Closings Schedule 1.2 Ineligible Lenders Schedule 6.1 7.1 Commercial Tort Claims Schedule 7.1.1 7.2.1 Deposit Accounts Schedule 7.2.3 Credit Card Arrangements Schedule 8.3.3 Consignments Schedule 8.5.1 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 9.1.4 Names; Organization Capital Structure; Warrants, Etc. Schedule 8.1.13 Brokers’ Fees 9.1.5 Former Names and Companies Schedule 8.1.14 9.1.6(a) Real Estate Schedule 9.1.6(b) Investments Schedule 9.1.8 Financial Statements Schedule 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.15 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.16 Burdensome Agreements Schedule 8.1.18 9.1.17 Litigation Schedule 8.1.20 Pension 9.1.19 Material Contracts Schedule 9.1.20 Canadian Plans Schedule 8.1.22 9.1.22 Labor Relations Contracts Schedule 8.1.23 Leases 9.1.25 Certain Transactions Schedule 9.2.2 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 Existing Investments 10.2.7 Restrictions on Subsidiary Distributions (Contractual Obligations) Schedule 9.2.14 Existing Restrictive Agreements 10.2.9(i) Trademarks Licensed to Excluded Subsidiaries THIS LOAN, AMENDED AND RESTATED TERM LOAN AND SECURITY AND GUARANTY AGREEMENT (this THIS “AgreementAGREEMENT”) is made as of August 5IS ENTERED INTO AS OF JUNE 8, 20202011, by and among PNC BankAMONG MAYOR’S JEWELERS INC., National Association A DELAWARE CORPORATION (successor to BBVA USA) (THE “PNCUS BORROWER”), individually as a LenderBIRKS & MAYORS INC., as administrative agent A CANADIAN CORPORATION (in such capacityTHE “CANADIAN BORROWER” AND, TOGETHER WITH THE US BORROWER, COLLECTIVELY, THE “Administrative Agent”) for itself and any other financial institution which is or becomes a party hereto as a lender (each such financial institutionBORROWERS” AND EACH INDIVIDUALLY, including PNC, is referred to hereinafter individually as a A “Lender” and collectively as the “LendersBORROWER”), and as collateral agent EACH SUBSIDIARY OF THE BORROWERS FROM TIME TO TIME PARTY HERETO AS A GUARANTOR, EACH LENDER FROM TIME TO TIME PARTY HERETO (in such capacityCOLLECTIVELY, THE “Collateral AgentLENDERS” AND EACH INDIVIDUALLY, A “LENDER”) for the Lenders), Quest Resource Management GroupGB MERCHANT PARTNERS, LLC, a Delaware limited liability company AS ADMINISTRATIVE AGENT AND CO-COLLATERAL AGENT (“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 collectivelyIN ITS INDIVIDUAL CAPACITY, “GuarantorsGB”) AND XXXXX FARGO CREDIT, INC., AS CO-COLLATERAL AGENT AND AS DOCUMENTATION AGENT (IN ITS INDIVIDUAL CAPACITY, “WFC”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Form of Revolving Credit Note Assignment and Acceptance Exhibit 2.3 B Form of Term Loan Note Assignment Notice Exhibit 3.11 Form of U.S. Tax Compliance Certificate Exhibit 9.1.3 Form of Compliance Certificate Exhibit 9.1.4 C Form of Borrowing Base Certificate Exhibit 13.5 D Form of Assignment and Acceptance Schedule 1 Commitment Schedule Compliance Certificate Exhibit E Form of Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Notice of Elected Harvest Period Exhibit H Form of Secured Bank Products Provider Agreement Exhibit 2.1.2 Form of First Lien Revolver Note Exhibit 2.2.2 Form of First Lien Term Note Exhibit 2.3.4 Form of First Lien Capital Expenditure Note Exhibit 6.1(j) Form of Solvency Certificate Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Commitments of Lenders Schedule 6.1 Commercial Tort Claims 8.5 Deposit Accounts Schedule 7.1.1 8.6.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.5 Owned Real Estate Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.15 Restrictive Agreements Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.5 Existing Investments Schedule 9.2.14 10.2.16 Existing Restrictive Agreements Affiliate Transactions Schedule 14.3.1 Notice Addresses THIS LOAN, FIRST LIEN LOAN AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made dated as of August 5October 14, 20202016, by and among PNC BankMALLARD INTERMEDIATE, National Association (successor to BBVA USA) INC., a Delaware corporation (“PNCIntermediate Holdco”), individually MALLARD BUYER CORP., a Delaware corporation (“Borrower Agent”), each other Subsidiary of Intermediate Holdco party to this Agreement from time to time, including the Project Vine Targets identified below (together with the Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as a Lenderlenders (collectively, “Lenders”), and BANK OF THE WEST (“Bank of the West”), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), Bank of the West, ING CAPITAL LLC (“ING Capital”) and AMERICAN AGCREDIT, PCA (“American AgCredit”), as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), Bank of the West, ING Capital and American AgCredit, as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”), ING Capital, as syndication agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Syndication 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 AGSTAR FINANCIAL SERVICES, PCA/FLCA, CITY NATIONAL BANK and MUFG UNION BANK, N.A., as collateral agent co-documentation agents (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 their respective successors 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 collectivelyassigns in such capacity, “GuarantorsCo-Documentation Agents”).

LIST OF EXHIBITS AND SCHEDULES. Annex A Real Estate subject to Mortgage Requirement 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 A Assignment and Acceptance Schedule 1 Commitment Schedule Exhibit B Assignment Notice Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Commitments of Lenders Schedule 6.1 Commercial Tort Claims 1.1(a) Investments Schedule 7.1.1 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business 9.1.1 Organization and Qualification Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.8 Surety Obligations Schedule 8.1.13 Brokers’ Fees 9.1.9 Taxes Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.15 Restrictive Agreements Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Plan Disclosures Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.16 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements Affiliate Transactions THIS LOAN, LOAN AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made dated as of August 531, 20202012, by and among PNC BankALLIANCE HAULERS, National Association (successor to BBVA USA) INC., a Texas corporation (“PNCAlliance”), individually as a LenderATLAS-TUCK CONCRETE, as administrative agent INC., an Oklahoma corporation (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 “LendersAtlas”), and as collateral agent BRECKENRIDGE READY MIX, INC., a Texas corporation (in such capacity“Breckenridge”), CENTRAL CONCRETE SUPPLY CO., INC., a California corporation (“Collateral AgentCentral Concrete”) for the Lenders), Quest Resource Management GroupCENTRAL PRECAST CONCRETE, INC., a California corporation (“Central Precast”), EASTERN CONCRETE MATERIALS, INC., a New Jersey corporation (“Eastern”), IXXXXX CONCRETE, LLC, a Texas limited liability company (“Ixxxxx”), KXXXX GRAVEL COMPANY, a Michigan corporation (“Kxxxx”), LOCAL CONCRETE SUPPLY & EQUIPMENT, LLC, a Delaware limited liability company (“QuestLocal”), Landfill Diversion Innovations, L.L.C., a Delaware limited liability company (“Landfill”), Sustainable Solutions GroupMASTER MIX, LLC, a Delaware limited liability company (“SSGMaster”), 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 OnePEBBLE LANE ASSOCIATES, LLC, a Delaware limited liability company (“Vertigent OnePebble”), and Global AlertsREDI-MIX, LLC, a Texas limited liability company (“Redi-Mix”), RIVERSIDE MATERIALS, LLC, a Delaware limited liability company (“Global AlertsRiverside”), SAN DIEGO PRECAST CONCRETE, INC., a Delaware corporation (“San Diego”), SXXXX PRE-CAST, INC., a Delaware corporation (“Sxxxx”), SUPERIOR CONCRETE MATERIALS, INC., a District of Columbia corporation (“Superior”), USC TECHNOLOGIES, INC., a Delaware corporation (“USC”), U.S. CONCRETE ON-SITE, INC., a Delaware corporation (“On-Site”), and U.S. CONCRETE, INC., a Delaware corporation, (“US Concrete”, and together with HoldingsAlliance, ParentAtlas, YouchangeBreckenridge, Vertigent Central Concrete, Central Precast, Eastern, Ingram, Kurtz, Local, Master, Pebble, Redi-Mix, Riverside, San Diego, Sxxxx, Superior, USC and Vertigent OneOn-Site, individually a “Guarantor” and collectively, “Borrowers”), the hereinafter defined “Guarantors”, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 Form of Revolving Credit A Revolver 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 B Assignment and Acceptance Schedule 1 Commitment Schedule Exhibit C Assignment Notice Exhibit D Form of Joinder Agreement Exhibit E Form of Bank Product Notice Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Commitments of Lenders Schedule 6.1 Commercial Tort Claims 2 Existing Investments Schedule 7.1.1 8.4 Labeling Equipment Schedule 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.7 Distributions Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.15 Restrictive Agreements Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases 10.2.1(c) Existing Indebtedness Schedule 9.2.2 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.16 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements Affiliate Transactions THIS LOAN, THIRD AMENDED AND RESTATED LOAN AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made dated as of August July 5, 20202016, by and among PNC BankSENECA FOODS CORPORATION, National Association a New York corporation (successor to BBVA USA) (“PNC”the "Parent"), 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 GroupSENECA FOODS, LLC, a Delaware limited liability company (“Quest”"Seneca LLC"), Landfill Diversion Innovations, L.L.C.SENECA SNACK COMPANY, a Delaware limited liability company Washington corporation (“Landfill”"Seneca Snack"), Sustainable Solutions GroupGREEN VALLEY FOODS, LLC, a Delaware limited liability company (“SSG”"Green Valley", and together with the Parent, Seneca LLC and Seneca Snack, collectively, the "Borrowers"), RWS Facility ServicesXXXXXX FOODS, LLC INC., a Delaware New York corporation ("Xxxxxx"), LEBANON VALLEY COLD STORAGE, LLC, a Pennsylvania limited liability company (“RWS”"Lebanon LLC"), LEBANON VALLEY COLD STORAGE, LP, a Pennsylvania limited partnership ("Lebanon LP"), PORTLAND FOOD PRODUCTS COMPANY, an Oregon corporation ("Portland Food"), XXXX & COMPANY, an Oregon corporation ("Xxxx"), and XXXXX FRUIT CO., INC., a California corporation ("Xxxxx Fruit", and together with QuestXxxxxx, LandfillLebanon LLC, RWSLebanon LP, SSG Portland Food and each hereafter arising Subsidiary of any Borrower and each other Person joined hereto as a “Borrower”Xxxx, individually a “Borrower” and collectively “Borrowers”collectively, the "Guarantors"), and each of Quest Resource Holding Corporationthe financial institutions party to this Agreement from time to time as lenders (collectively, "Lenders"), BANK OF AMERICA, N.A., a Nevada corporation national banking association, as agent for the Secured Parties (“Holdings”"Agent"), as Issuing Bank and Quest Sustainability Servicesas Syndication Agent and BANK OF AMERICA, Inc.N.A., a Delaware corporation (F/K/A Earth911national banking association, 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”)as Lead Arranger.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Assignment Exhibit B Form of Revolving Credit Note Exhibit 2.3 Form Non-U.S. Lender Tax Certificate Schedule 1.1(a) Commitments 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 Lenders Schedule 1.1(b) Deemed EBITDA (RWS) Specified Account Debtors Schedule 1.2 Ineligible Lenders 2.2 Existing Letters of Credit Schedule 6.1 7.1 Commercial Tort Claims Schedule 7.1.1 7.4 Pledged Collateral Schedule 8.4 Deposit Accounts, Commodity Accounts and Securities Accounts Schedule 8.5.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.5(b) Closing Date Gathering Station Real Property Schedule 8.1.13 Brokers’ Fees 9.1.5(c) Closing Date Pipeline Systems Real Property Schedule 8.1.14 9.1.5(d) Certain Restrictions on Gathering Station Real Property Schedule 9.1.8 Taxes Schedule 9.1.9 Governmental Approvals Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.12 Environmental Matters Schedule 8.1.17 9.1.13 Material Contracts Restricting Right to Incur Debts Schedule 8.1.18 9.1.14 Litigation Schedule 8.1.20 Pension Plans 9.1.23 Insurance Schedule 8.1.22 Labor Relations Schedule 8.1.23 Leases Schedule 9.2.2 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.5 Existing Investments Schedule 9.2.14 10.2.9 Existing Restrictive Agreements Affiliate Transactions US 7973673v.28 THIS LOANLOAN AND SECURITY AGREEMENT is dated as of November 2, SECURITY AND GUARANTY AGREEMENT 2021 (as it may be amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of August 5), 2020among SUMMIT MIDSTREAM PARTNERS, by and among PNC BankLP, National Association a Delaware limited partnership (successor to BBVA USA) (the “PNCMLP Entity”), 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 GroupSUMMIT MIDSTREAM HOLDINGS, LLC, a Delaware limited liability company (“QuestBorrower”), Landfill Diversion Innovationsthe Subsidiaries (as defined below) from time to time party to this Agreement as “Subsidiary Guarantors” (as defined below), L.L.C.the financial institutions party to this Agreement from time to time as Lenders (as defined below) and BANK OF AMERICA, N.A., a Delaware limited liability company national banking association (“LandfillBank of America”), Sustainable Solutions Group, LLC, a Delaware limited liability company as agent for the Lenders (“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 collectivelyin such capacity, “GuarantorsAgent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 Form of Revolving Credit A Note Exhibit 2.3 Form of Term Loan Note B Intercreditor Agreement Exhibit 3.11 Form of U.S. Tax Compliance Certificate C Assignment and Acceptance Exhibit 9.1.3 Form of Compliance Certificate D Assignment Notice Exhibit 9.1.4 Form of E Security Agreement Exhibit F Intellectual Property Security Agreement Exhibit G Guaranty Supplement Exhibit H Borrowing Base Certificate Exhibit 13.5 I Compliance Certificate Exhibit J Lien Waiver Exhibit K Closing Checklist Exhibit L Form of Assignment and Acceptance Schedule 1 Commitment Schedule Mortgage Exhibit M Form of Deposit Account Control Agreement Exhibit N Notice of Borrowing Exhibit O Notice of Conversion/Continuation Exhibit P UK Debenture Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Commitments of Lenders Schedule 1.2 Ineligible Lenders Additional Borrowers Schedule 6.1 Commercial Tort Claims 1.3 Subsidiary Guarantors Schedule 7.1.1 1.4 Foreign Subsidiaries Schedule 1.5 Existing Letters of Credit Schedule 1.6 Mortgaged Property Schedule 1.7 Agent’s Office Schedule 1.8 Designated Real Property Schedule 1.9 Endorsements Schedule 1.10 Title Policies Schedule 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.11 Intellectual Property Claims Schedule 8.1.13 Brokers’ Fees 9.1.14 Environmental Matters Schedule 8.1.14 Patents, Trademarks, Copyrights and Licenses 9.1.15 Restrictive Agreements Schedule 8.1.16 Environmental Schedule 8.1.17 Contracts Restricting Right to Incur Debts Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 Pension Plans 9.1.18 ERISA Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 Existing 9.1.23 Surviving Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.5 Existing Investments Schedule 9.2.14 10.2.7 Existing Restrictive Agreements Loans and Advances Schedule 10.2.16 Transactions with Affiliates THIS LOAN, SECURITY AND GUARANTY LOAN AGREEMENT (this “Agreement”) is made dated as of August 5July 2, 20202009, by and among PNC BankSOLO CUP COMPANY, National Association a Delaware corporation (successor to BBVA USA) (the “PNCCompany”), individually as SOLO CUP OPERATING CORPORATION, a LenderDelaware corporation (“SCOC” and, together with the Company and each Restricted Subsidiary (other than any Foreign Subsidiary) that is listed on Schedule 1.2, as administrative agent the same may be amended from time to time pursuant to Section 15.1.1(g), the “Borrowers”), the Subsidiary Guarantors (in such capacityas hereinafter defined), “Administrative Agent”) for itself and any other the financial institution which is or becomes a institutions party hereto to this Agreement from time to time as a lender lenders (each such financial institutioncollectively, including PNC, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as a co-collateral agent (in such capacity, a “Co-Collateral Agent”) and as administrative agent for the LendersLenders (in such capacity and, 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 Questany successor in such capacity, Landfill, RWS, SSG and each hereafter arising Subsidiary of any Borrower and each other Person joined hereto as a the “Borrower”, individually a “Borrower” and collectively “BorrowersAgent”), and each of Quest Resource Holding Corporation, a Nevada corporation GENERAL ELECTRIC CAPITAL CORPORATION (“HoldingsGE Capital”), and Quest Sustainability Services, Inc., as a Delaware corporation co-collateral agent for the Lenders (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 Holdingsthe other Co-Collateral Agent, Parent, Youchange, Vertigent and Vertigent One, individually a the “Guarantor” and collectively, “GuarantorsCollateral Agents”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 Form of Revolving Credit Note Exhibit 2.3 Form of A Term Loan Note Exhibit 3.11 Form of U.S. Tax B Prepayment Notice Exhibit C Assignment and Acceptance Exhibit D Assignment Notice Exhibit E [Reserved] Exhibit F Compliance Certificate Exhibit 9.1.3 Form of Compliance Certificate Exhibit 9.1.4 Form G Notice of Borrowing Base Exhibit H Notice of Conversion/Continuation Exhibit I [Reserved] Exhibit J Perfection 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 Initial Term Loan Commitments of Lenders Schedule 6.1 7.1 Commercial Tort Claims Schedule 7.1.1 Business Locations 7.4 Mortgages Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business 8.2 Deposit Accounts Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 9.1.15 Burdensome Contracts Restricting Right to Incur Debts Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases 10.1.15 Post-Closing Covenants Schedule 9.2.2 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 Existing 10.2.6(I) Permitted Effective Date Investments Schedule 9.2.14 Existing 10.2.6(II) Other Permitted Investments Schedule 10.2.7 Permitted Asset Dispositions Schedule 10.2.15 Restrictive Agreements Schedule 10.2.18 Existing Affiliate Transactions Schedule 11.1 Events not Constituting an Event of Default Schedule 15.4 Administrative Agent’s Office THIS LOANTERM LOAN AND SECURITY AGREEMENT is dated as of April 12, SECURITY AND GUARANTY AGREEMENT 2017 (this “Agreement”) is made as of August 5), 2020among COMMERCIAL VEHICLE GROUP, by and among PNC BankINC., National Association a Delaware corporation (successor to BBVA USA) (the “PNCBorrower”), individually certain Subsidiaries party to this Agreement from time to time as a LenderGuarantors, the financial institutions party to this Agreement from time to time as administrative agent lenders (in such capacitycollectively, “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 capacityBANK OF AMERICA, “Collateral Agent”) for the Lenders, Quest Resource Management Group, LLCN.A., a Delaware limited liability company (“Quest”)national banking association, 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”)Administrative Agent.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Form of Revolving Credit Note Assignment Exhibit 2.3 B Form of Term Loan Note Borrowing Base Report Exhibit 3.11 Form of U.S. Tax Compliance Certificate Exhibit 9.1.3 C Form of Compliance Certificate Exhibit 9.1.4 D Form of Lien Waiver Exhibit E Form of Notice of Borrowing Base Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Perfection Certificate Exhibit 13.5 H Form of Assignment Designated Borrower Request and Acceptance Schedule 1 Commitment Schedule Assumption Agreement Exhibit I Form of Designated Borrower Notice Schedule 1.1 Deemed EBITDA Commitments of Lenders Schedule 1.1(b) Deemed EBITDA (RWS) Account Debtors Schedule 1.2 Ineligible Lenders 2.2 Existing Letters of Credit Schedule 6.1 Commercial Tort Claims 8.6 Deposit Accounts, Securities Accounts and Commodity Accounts Schedule 7.1.1 Business 8.7.1 Collateral Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business 9.1.3 Approvals; Other Consents Schedule 8.1.4 9.1.5 Material Debt and Other Liabilities Schedule 9.1.6 Litigation Schedule 9.1.11 Capital Structure Schedule 8.1.5 Names; Organization 9.1.16 Compliance with Laws Schedule 8.1.13 Brokers’ Fees 9.1.20(a) Filing Offices Schedule 8.1.14 Patents, Trademarks, Copyrights and Licenses 9.1.22 Locations of Offices Schedule 8.1.16 Environmental 9.1.27 Material Contracts Schedule 8.1.17 Contracts Restricting Right to Incur Debts 10.1.15 Post-Closing Undertakings 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 10.2.1(h) Debt Schedule 9.2.4 Existing 10.2.2 Liens Schedule 9.2.10 Existing 10.2.4 Investments Schedule 9.2.14 Existing Restrictive Agreements 10.2.10 Transactions with Affiliates THIS LOANLOAN AND SECURITY AGREEMENT is dated as of June 29, SECURITY AND GUARANTY AGREEMENT 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of August 5), 2020among CSI COMPRESSCO LP, by and among PNC Bank, National Association a Delaware limited partnership (successor to BBVA USA) (the “PNCCompany”), individually as CSI COMPRESSCO SUB INC., a Lender, as administrative agent Delaware corporation (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 “LendersSub Inc.”), and as collateral agent (in such capacity, “Collateral Agent”) for the Lenders, Quest Resource Management Group, CSI COMPRESSCO OPERATING LLC, a Delaware limited liability company company, (“Quest”), Landfill Diversion Innovations, L.L.C., a Delaware limited liability company (“Landfill”), Sustainable Solutions Group, Operating 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 collectively, with the Company and Sub Inc. the “Borrowers”), and each certain subsidiaries of Quest Resource Holding Corporationthe Borrowers named as guarantors herein, the financial institutions party to this Agreement from time to time as Lenders, BANK OF AMERICA, N.A., a Nevada corporation national banking association, as administrative agent and collateral agent for the Lenders (in such capacities, “HoldingsAdministrative Agent”), Issuing Bank 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”)Swing Line Lender.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A-1 Form of Revolving Credit Note Exhibit 2.3 A-2 Form of URI Term Loan Note Exhibit 3.11 A-3 Form of U.S. Tax Compliance Certificate Saxet Term Note Exhibit 9.1.3 B Form of Compliance Certificate Exhibit 9.1.4 C Form of Opinion of Borrower's Counsel Exhibit D Form of Notice Borrowing Base Certificate or Conversion Exhibit 13.5 E Form of Affiliate Guaranty Agreement Exhibit F Form of Assignment and Acceptance Assumption Agreement Exhibit G Form of Mortgage and Security Agreement Exhibit H Form of Assignment of Leases Schedule 1 Commitment 3.1 Schedule of Saxet Mortgaged Properties Subject to Saxet Mortgage Documents on Closing Date Schedule 1.1 Deemed EBITDA 5.4 Schedule 1.1(b) Deemed EBITDA (RWSof Subsidiaries Schedule 5.9 Schedule of Financial Statements Schedule 5.8 Tax Matters Schedule 5.10 Materials Furnished Schedule 5.11 Schedule of Issued and Outstanding Stock Schedule 5.12 Changes in Condition Schedule 5.13(a) Schedule 1.2 Ineligible Lenders of Liens, Encumbrances, Indebtedness and Capitalized Lease Obligations Schedule 6.1 Commercial Tort Claims Schedule 7.1.1 Business 5.13(c) Restaurant 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 5.14 Litigation Schedule 8.1.20 Pension Plans 5.16 Indebtedness Schedule 8.1.22 Labor Relations 5.17 Environmental Matters Schedule 8.1.23 Leases 8.4 Schedule 9.2.2 Existing Debt of Insurance Schedule 9.2.4 Existing Liens 9.5 Guarantees Schedule 9.2.10 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements THIS LOAN, SECURITY 9.10 The Franchise Program AMENDED AND GUARANTY RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) This AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT is made entered into as of August 5November 4, 20201997, by and among PNC BankUNO RESTAURANTS, National Association INC., a Massachusetts corporation (successor to BBVA USA) (“PNC”"URI"), 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.SAXET CORPORATION, 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”"Saxet", and together with HoldingsURI each a "Borrower" and collectively the "Borrowers"), ParentUNO FOODS INC., Youchangea Massachusetts corporation ("UFI"), Vertigent PIZZERIA UNO CORPORATION, a Delaware corporation ("PUC"), UNO RESTAURANT CORPORATION, a Delaware corporation ("URC"), URC HOLDING COMPANY, INC., a Delaware corporation ("UHC" and, together with UFI, PUC, URC and Vertigent Onethe Borrowers, individually a “Guarantor” and hereinafter referred to collectively, “Guarantors”as the "Loan Parties"), FLEET NATIONAL BANK, a national banking association ("Fleet"), BANKBOSTON, N.A., a national banking association ("BKB"), FLEET NATIONAL BANK, as Agent for the Banks referred to below (Fleet, together with its successors and assigns in such capacity, the "Agent") and BANKBOSTON, N.A., as Co-Agent for the Banks referred to below (BKB, together with its successors and assigns in such capacity, the "Co-Agent").

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Form of Revolving Credit Note Assignment and Acceptance Exhibit 2.3 B Form of Term Loan Note Assignment Notice Exhibit 3.11 Form of U.S. Tax Compliance Certificate Exhibit 9.1.3 C Form of Compliance Certificate Exhibit 9.1.4 D Form of Notice 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 Commitments of Lenders Schedule 6.1 Commercial Tort Claims 1.1S Specified Closing Date Holders Schedule 7.1.1 Business Locations 6.2 Post-Closing Date Conditions Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business 8.5 Deposit Accounts Schedule 8.1.4 8.6.1 Equity Interests Schedule 8.6.2 Debt Securities Instruments Schedule 8.8 Letters of Credit Schedule 8.9.1 Location of Collateral Schedule 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.15 Restrictive Agreements Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 10.2.1 Existing Debt for Borrowed Money Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.17 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements Affiliate Transactions THIS TERM LOAN, GUARANTY AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) ), is made dated as of August 5July 22, 20202015, by and among PNC BankTURTLE BEACH CORPORATION, National Association (successor to BBVA USA) a Nevada corporation, formerly known as Parametric Sound Corporation (“PNCParent”), VOYETRA TURTLE BEACH, INC., a Delaware corporation (“Voyetra”; and together with Parent, individually as a Lender“US Borrower,” and individually and collectively, as administrative agent (in such capacityjointly and severally, “Administrative AgentUS Borrowers”) for itself ), TURTLE BEACH EUROPE LIMITED, a company limited by shares and any other financial institution which is or becomes a party hereto as a lender incorporated in England and Wales with company number 03819186 (each such financial institution“Turtle Beach”; and, including PNCtogether with its successors and assigns, is also referred to hereinafter individually as a “Lender” and collectively as the “LendersUK Borrower”), 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”US Borrowers, individually a “Borrower” and collectively individually and collectively, “Borrowers”), and each of Quest Resource Holding CorporationVTB HOLDINGS, a Nevada corporation (“Holdings”), and Quest Sustainability Services, Inc.INC., a Delaware corporation (F/K/A Earth911, Inc.) (“ParentVTB”), 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 Holdingsany other party that becomes a US Guarantor after the Closing Date, Parentindividually a “US Guarantor” and individually and collectively, Youchangejointly and severally, Vertigent “US Guarantors”; and Vertigent Onetogether with US Borrowers, individually a “UK Guarantor” and individually and collectively, jointly and severally, “UK Guarantors”; UK Guarantors and US Guarantors, individually a “Guarantor,” and individually and collectively, “Guarantors”); CRYSTAL FINANCIAL SPV LLC and the other lenders party to this Agreement from time to time (collectively, “Lenders”), and CRYSTAL FINANCIAL LLC, as agent, collateral agent and security trustee for Lenders (in such capacities, together with its successors and assigns in such capacities, “Agent”), and CRYSTAL FINANCIAL LLC, as sole lead arranger and sole book runner for the Lenders.

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A-1 Form of Revolving Credit Note Exhibit 2.3 A-2 Form of Term Loan Swingline Note Exhibit 3.11 B Permitted Existing Liens Exhibit C Legal Description of Opryland Hotel Florida Exhibit D Form of U.S. Tax Assignment Agreement Exhibit E Form of Borrower's and Parent Guarantor's Compliance Certificate Exhibit 9.1.3 F Revolving Loan Commitment Agreement Exhibit G Letter of Credit Request Exhibit H Form of Compliance Certificate Exhibit 9.1.4 Form Instrument of Borrowing Base Certificate Exhibit 13.5 Form of Assignment and Acceptance Adherence Schedule 1 Commitment Commitments Schedule 2 Environmental Reports Schedule 1.1 Deemed EBITDA 2.20(c) Existing Letters of Credit Schedule 1.1(b3 Initial Subsidiary Guarantors Schedule 5.1 Ownership Chart Schedule 5.7 Litigation Pending or Threatened Schedule 5.9 Affiliate Contracts with respect to the Opryland Hotel Florida Schedule 5.13 Violations of Law Schedule 5.14 Defective Property Schedule 5.15 ERISA Matters Schedule 5.16 Environmental Matters Schedule 5.20(b) Deemed EBITDA (RWSPending Land Use Modifications with respect to Permissible Modifications Schedule 5.22 Leasehold Matters Schedule 6.18(a) Certain RZT Subsidiaries Schedule 1.2 Ineligible Lenders 6.20 Non-Arms Length Transactions 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 Patents6.39 Certain Accounts CREDIT AGREEMENT Credit Agreement, 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 dated as of August 5November 20, 2020, by and among PNC Bank, National Association 2003 (successor to BBVA USA) (“PNC”the "Effective Date"), individually as among Opryland Hotel - Florida Limited Partnership, a LenderFlorida limited partnership, as administrative agent (in such capacityBorrower, “and XXXXXXX ENTERTAINMENT COMPANY, as Parent Guarantor, the Lenders party hereto from time to time, Deutsche Bank Trust Company Americas, as Administrative Agent”) for itself , Deutsche Bank Securities Inc. and any other financial institution which is or becomes a party hereto Bank of America Securities LLC, as a lender (each such financial institution, including PNC, is referred to hereinafter individually as a “Lender” Joint Book Running Managers and collectively as the “Lenders”)Co-Lead Arrangers, and Bank of America, N.A., as collateral agent (in such capacity, “Collateral Syndication 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”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 EXHIBIT A Form of Revolving Credit Note Exhibit 2.3 Escrow Agreement EXHIBIT B Form of Term Loan Note Exhibit 3.11 Xxxx of Sale and Assignment EXHIBIT C-1 Form of U.S. Tax Compliance Certificate Exhibit 9.1.3 Offer Letter EXHIBIT C-2 Form of Compliance Certificate Exhibit 9.1.4 Agreement EXHIBIT C-3 Form of Borrowing Base Certificate Exhibit 13.5 Restricted Stock Award Agreement EXHIBIT D Form of Assignment Sublease EXHIBIT E Form of Non-Solicitation and Acceptance No-Hire Agreement EXHIBIT F Form of Lock-Up Agreement EXHIBIT G Form of Registration Rights Agreement EXHIBIT H Form of Standstill Agreement EXHIBIT I Form of Nonsolicitation and No-Hire Agreement Schedule 1 Commitment 1.2(ii) Excluded Contracts Schedule 1.2(v) Xxxxxxxx Assets Schedule 1.1 Deemed EBITDA 1.2(vi) Excluded Receivables Schedule 1.1(b1.2(viii) Deemed EBITDA (RWSBank Accounts Schedule 1.3 Purchased Assets Schedule 1.4 Assumed Liabilities Schedule 1.5 Excluded Liabilities Schedule 2.1 Allocation of Parent Shares Schedule 5.6 Brokers Schedule 5.7(i) Financial Statements Schedule 1.2 Ineligible Lenders 5.8 Changes Schedule 6.1 Commercial Tort Claims 5.9 Liabilities 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 5.10 Litigation Schedule 8.1.20 Pension 5.12 Real Estate Schedule 5.13 Assets Schedule 5.15 Employees Schedule 5.16 Employee Benefit Plans Schedule 8.1.22 Labor Relations 5.18 Insurance Schedule 8.1.23 Leases 5.20 Permits Schedule 9.2.2 Existing Debt 5.21(a) Customers Schedule 9.2.4 Existing Liens 5.21(b) Suppliers Schedule 9.2.10 Existing Investments 5.21(c) Affiliated Transactions Schedule 9.2.14 Existing Restrictive Agreements THIS LOAN, SECURITY AND GUARANTY AGREEMENT (this “Agreement”5.23(a) is made as Contracts Schedule 5.23(b)(i) Customer Contracts Schedule 5.23(e) Subcontractors Schedule 5.24 Intangible Property Schedule 5.25 Environmental Matters Schedule 5.27 Names Schedule 6.5 Certain Financial Records Schedule 6.7(a) Archstone Principals and Associate Principals Schedule 6.7(b)(i) Allocation of August 5, 2020, by Parent Shares to Archstone Principals and among PNC Bank, National Association (successor to BBVA USAAssociate Principals Schedule 6.7(b)(ii) (“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 SG&A Employees Schedule 6.12 Required Consents Schedule 6.18 Letters 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”).Credit Schedule 8.7 Definitions

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Form of Revolving Credit Note Assignment and Acceptance Exhibit 2.3 B Form of Term Loan Note Assignment Notice Exhibit 3.11 Form of U.S. Tax Compliance Certificate Exhibit 9.1.3 Form of Compliance Certificate Exhibit 9.1.4 C Form of Borrowing Base Certificate Exhibit 13.5 D Form of Assignment and Acceptance Schedule 1 Commitment Schedule Compliance Certificate Exhibit E Form of Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Secured Bank Products Provider Agreement Exhibit 2.1.2 Form of Revolver Note Exhibit 2.2.2 Form of Term Note Exhibit 6.1(g) Form of Solvency Certificate Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Commitments of Lenders Schedule 6.1 Commercial Tort Claims 8.5 Deposit Accounts Schedule 7.1.1 8.6.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.5 Owned Real Estate Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.15 Restrictive Agreements Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases Schedule 9.2.2 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 10.2.5 Existing Investments Schedule 9.2.14 10.2.16 Existing Restrictive Agreements Affiliate Transactions Schedule 14.3.1 Notice Addresses THIS LOAN, LOAN AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made dated as of August 5July 18, 20202019, by and among PNC BankVINTAGE WINE ESTATES, National Association (successor to BBVA USA) INC., a California corporation (“PNCBorrower Agent”), individually each Subsidiary of Borrower Agent party to this Agreement from time to time (together with Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as a Lenderlenders (collectively, “Lenders”), and BANK OF THE WEST (“Bank of the West”), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), Bank of the West and City National Bank, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arranger”), Bank of the West, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), Bank of the West, as syndication agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Syndication 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 Bank of the West as collateral documentation 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 Questits successors and assigns in such capacity, Landfill, RWS, SSG and each hereafter arising Subsidiary of any Borrower and each other Person joined hereto as a the “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, “GuarantorsDocumentation Agent”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Form of Revolving Credit Note Exhibit 2.3 B Notice of Borrowing Exhibit C Notice of Conversion/Continuation Exhibit D Assignment and Acceptance Exhibit E Assignment Notice Exhibit F-1 Form of Term Loan Note Exhibit 3.11 Form of U.S. Tax Compliance Borrowing Base Case Certificate Exhibit 9.1.3 F-2 Form of Compliance Certificate Exhibit 9.1.4 G-1 Form of Borrowing Base Certificate Member Agreement (Membership Program) Exhibit 13.5 G-2 Form of Assignment and Acceptance Schedule 1 Commitment Schedule Supplier Agreement (Membership Program) Exhibit H-1 Form of Participant Agreement (Pinnacle Program) Exhibit H-2 Form of Dealer/Distributor Agreement (Pinnacle Program) Exhibit I-1 Form of Purchasing Participant Agreement (Purchasing Participation Program) Exhibit I-2 Form of Supplier Agreement (Purchasing Participation Program) Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Commitments of Lenders Schedule 6.1 Commercial Tort Claims 6.1(s) No Offset Letters Schedule 7.1.1 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization 9.1.8 Surety Obligations Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 Contracts Restricting Right to Incur Debts 9.1.15 Restrictive Agreements Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases 10.1.10 Post-Closing Matters Schedule 9.2.2 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 Existing 10.2.5 Restricted Investments Schedule 9.2.14 10.2.7 Existing Restrictive Agreements Affiliate Transactions THIS LOAN, LOAN AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made dated as of August 5December 4, 20202012, by and among PNC BankAMERIQUEST BUSINESS SERVICES, National Association INC., a New Jersey corporation (successor to BBVA USA) (the “PNCCompany”), individually as CORCENTRIC COLLECTIVE BUSINESS SYSTEM CORP., a LenderVirginia corporation (“Corcentric”), as administrative agent AMERIQUEST LEASING & MAINTENANCE, INC., a Delaware corporation d/b/a Cure Leasing & Maintenance (in such capacity“Cure Leasing”), AMERIQUEST REMARKETING SERVICES, INC., a Florida corporation (“AmeriQuest Remarketing” and together with the Company, Corcentric, Cure Leasing, and AmeriQuest Remarketing, collectively, “Administrative AgentBorrowers”) for itself and any ), the other financial institution which is or becomes a party parties from time to time signatory hereto as a lender Obligors, the financial institutions party to this Agreement from time to time as lenders (each such financial institutioncollectively, including PNC, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as collateral agent (in such capacity, “Collateral Agent”) for the Lenders, Quest Resource Management Group, LLC, a Delaware limited liability company Lenders (“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 “BorrowersAgent”), and each of Quest Resource Holding CorporationXXXXXXX LYNCH, a Nevada corporation PIERCE, XXXXXX & XXXXX INCORPORATED, as Lead Arranger and Book Manager (“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, “GuarantorsMLPF&S”).

LIST OF EXHIBITS AND SCHEDULES. Exhibits Exhibit 2.1 Form of 2.1(a) Revolving Credit Note Exhibit 2.3 Form 2.8 Letter of Term Loan Note Credit Agreement Exhibit 3.11 Form of U.S. Tax Compliance Certificate 5.5(b) Projected Cash Flow and Balance Sheets 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 16.3 Commitment Schedule Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Transfer Supplement Schedules Schedule 1.2 Ineligible Lenders Permitted Liens Schedule 6.1 Commercial Tort Claims Schedule 7.1.1 Business 4.5 Equipment and Inventory Locations Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business 4.15(c) Locations of Borrowers Schedule 8.1.4 Capital Structure 5.2(a) States of Formation and Qualification Schedule 8.1.5 Names; Organization 5.2(b) Borrowers' Subsidiaries and Ownership Schedule 8.1.13 Brokers’ Fees 5.4 Federal Tax Identification Numbers Schedule 8.1.14 5.6 Corporate Name Schedule 5.8(b) Pending Litigation/Indebtedness Schedule 5.8(d) Pension Plans Schedule 5.9(a) Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 Environmental 5.9(b) Challenges re Patents, Trademarks, Copyrights and Licenses Schedule 8.1.17 Contracts Restricting Right to Incur Debts 5.9(c) Source Code Escrow Agreement Schedule 8.1.18 Litigation 5.10 Licenses and Permits Schedule 8.1.20 Pension Plans 5.13 Restrictions Schedule 8.1.22 5.14 Labor Relations Disputes Schedule 8.1.23 Leases 5.17 Disclosure Schedule 9.2.2 Existing Debt 7.3 Guarantees Schedule 9.2.4 Existing Liens Schedule 9.2.10 Existing 7.4 Investments Schedule 9.2.14 Existing Restrictive Agreements THIS LOAN, 7.8 Indebtedness Schedule 7.10 Transactions with Affiliates THIRD AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made Third Amended and Restated Revolving Credit and Security Agreement dated as of August 5November 30, 20201995 among GENERAL DATACOMM INDUSTRIES, by and among PNC BankINC., National Association a corporation organized under the laws of the State of Delaware, GENERAL DATACOMM, INC., a corporation organized under the laws of the State of Delaware, GDC REALTY, INC., a corporation organized under the laws of the State of Texas, GDC NAUGATUCK, INC., a corporation organized under the laws of the State of Delaware, GENERAL DATACOMM INTERNATIONAL CORP., a corporation organized under the laws of the State of Delaware, GDC FEDERAL SYSTEMS, INC. (successor to BBVA USA) (“PNC”formerly known as GENERAL DATACOMM SYSTEMS, INC.), individually as a corporation organized under the laws of the State of Delaware (each a "Borrower" and jointly and severally, the "Borrowers"), the undersigned financial institutions and the various financial institutions which in accordance with Section 16.3 become Lenders hereunder (each a "Lender" and collectively, "Lenders") and THE BANK OF NEW YORK COMMERCIAL CORPORATION ("BNYCC"), a New York corporation, as administrative agent for Lenders (BNYCC 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”)case may be, and as collateral agent (in such capacityits successor pursuant to the terms of Section 14.3, “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”").

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 Form of Revolving Credit A Revolver Note Exhibit 2.3 Form of Term Loan Note B Intentionally Omitted Exhibit 3.11 Form of U.S. Tax Compliance Certificate C Assignment and Acceptance Exhibit 9.1.3 Form of Compliance Certificate D Assignment Notice Exhibit 9.1.4 Form of E Borrowing Base Certificate Exhibit 13.5 F Compliance Certificate Exhibit G Notice of Borrowing Exhibit H Notice of Conversion/Continuation Exhibit I Form of Assignment and Acceptance Schedule 1 Commitment Schedule Joinder Exhibit J Perfection Certificate Schedule 1.1 Deemed EBITDA Schedule 1.1(b) Deemed EBITDA (RWS) Schedule 1.2 Ineligible Revolver Commitments of Lenders Schedule 6.1 7.1 Commercial Tort Claims Schedule 7.1.1 Business 8.5 Deposit Accounts Schedule 8.6.1 Locations of Collateral Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business Schedule 8.1.4 9.1.4 Names and Capital Structure Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 8.1.16 9.1.14 Environmental Matters Schedule 8.1.17 9.1.15 Burdensome Contracts Restricting Right to Incur Debts Schedule 8.1.18 9.1.16 Litigation Schedule 8.1.20 9.1.18 Pension Plans Schedule 8.1.22 9.1.20 Labor Relations Contracts Schedule 8.1.23 Leases 10.1.15 Post Closing Covenants Schedule 9.2.2 10.2.1 Existing Debt Schedule 9.2.4 10.2.2 Existing Liens Schedule 9.2.10 Existing 10.2.6(I) Permitted Investments in Subsidiaries Schedule 9.2.14 Existing 10.2.6(II Permitted Investments as of the Effective Date Schedule 10.2.7 Permitted Asset Dispositions Schedule 10.2.15 Restrictive Agreements Schedule 10.2.18 Existing Affiliate Transactions Schedule 11.1 Events not Constituting an Event of Default THIS LOANTHIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of April 12, SECURITY AND GUARANTY AGREEMENT 2017 (this “Agreement”) is made as of August 5), 2020among COMMERCIAL VEHICLE GROUP, by and among PNC BankINC., National Association a Delaware corporation (successor to BBVA USA) (the “PNCCompany”), individually each other Borrower (as a Lenderherein defined) from time to time party hereto (together, as administrative agent (in such capacitywith the Company, collectively, “Administrative AgentBorrowers”) for itself and any other ), the financial institution which is or becomes a institutions party hereto to this Agreement from time to time as a lender lenders (each such financial institutioncollectively, including PNC, is referred to hereinafter individually as a “Lender” and collectively as the “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as collateral agent for Lenders (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”).

LIST OF EXHIBITS AND SCHEDULES. Exhibit 2.1 A Form of Revolving Credit Note Exhibit 2.3 B Form of Term Loan Note Notice of Revolving Credit Borrowing Exhibit 3.11 Form of U.S. Tax Compliance Certificate Exhibit 9.1.3 C Form of Compliance Certificate Exhibit 9.1.4 D Form of Borrowing Base Certificate Pricing Notice Exhibit 13.5 E Form of Amendment to Collateral Documents and Credit Support Agreements Exhibit F Form of Opinion of Borrower's Counsel Exhibit G Form of Assignment and Acceptance Agreement Schedule 1 Schedule of Commitment Percentages Schedule 2 Pricing Schedule Schedule 1.1 Deemed EBITDA 5.4 Schedule 1.1(b) Deemed EBITDA (RWS) of Subsidiaries Schedule 1.2 Ineligible Lenders 5.9 Schedule 6.1 Commercial Tort Claims of Financial Statements Schedule 7.1.1 Business Locations 5.11 Schedule 8.1.1 Jurisdictions in which any Borrower is Authorized to do Business of Partnership Interests Schedule 8.1.4 Capital Structure 5.13 Schedule 8.1.5 Names; Organization Schedule 8.1.13 Brokers’ Fees Schedule 8.1.14 of Licenses, Patents, Trademarks, Copyrights and Licenses Trademarks Schedule 8.1.16 Environmental 5.15 Schedule 8.1.17 Contracts Restricting Right to Incur Debts Schedule 8.1.18 Litigation Schedule 8.1.20 of Pension Plans Schedule 8.1.22 Labor Relations 5.16 Schedule 8.1.23 Leases of Indebtedness, Liens, Charges and Encumbrances Schedule 9.2.2 Existing Debt 5.17 Environmental Matters Schedule 9.2.4 Existing Liens 8.4 Schedule 9.2.10 Existing Investments Schedule 9.2.14 Existing Restrictive Agreements THIS LOAN, SECURITY of Insurance AMENDED AND GUARANTY RESTATED CREDIT AGREEMENT (this “Agreement”) This AMENDED AND RESTATED CREDIT AGREEMENT is made entered into as of August 5October 31, 2020, 2000 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, LLCBOSTON CELTICS LIMITED PARTNERSHIP II, a Delaware limited liability company partnership (“Quest”), Landfill Diversion Innovations, L.L.C.the "Existing Borrower") and BOSTON CELTICS LIMITED PARTNERSHIP, a Delaware limited liability company partnership (“Landfill”"BCLP", and in its capacity as a borrower hereunder, the "New Borrower"), Sustainable Solutions GroupTHE ROYAL BANK OF SCOTLAND, LLCplc (the "Existing Lender"), the other Lenders (as defined below) from time to time party hereto, and CITIZENS BANK OF MASSACHUSETTS, a Delaware limited liability company Massachusetts bank, as agent for the Lenders (“SSG”), RWS Facility Services, LLC a Delaware limited liability company (“RWS”, and together with Questits successors and assigns hereunder, 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.the "Agent") (“Parent”)this Amended and Restated Credit Agreement, Youchangeas amended, Inc.supplemented or otherwise modified from time to time in accordance with the terms hereof, 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”this "Agreement").