QUEST RESOURCE HOLDING CORPORATION 6,890,000 Shares of Common Stock 3,445,000 Warrants to Purchase 3,445,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 25th, 2016 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec • New York
Quest Resource Holding Corporation, a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC is acting as representative (the “Representative”), an aggregate of 6,890,000 shares (the “Firm Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The Company shall issue and sell to the Underwriters one warrant to purchase one (1) share of Common Stock at an exercise price of $0.485 per share (each, a “Warrant”), or an aggregate of 3,445,000 Warrants to purchase an aggregate of 3,445,000 shares of Common Stock, which represents fifty percent (50%) of the aggregate amount of Firm Shares issued and sold by the Company (the “Firm Warrants”). The Company has granted the Underwriters the option to purchase an aggregate of up to 1,033,500 additional shares of Common Stock
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 5th, 2020 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec • New York
INDEMNITY AGREEMENTIndemnification Agreement • October 23rd, 2012 • YouChange Holdings Corp • Services-equipment rental & leasing, nec • Nevada
This Indemnity Agreement (this “Agreement”), dated as of , 2012, is made by and between Infinity Resources Holdings Corp., a Nevada corporation (the “Company”), and the undersigned who is either a director, an officer, a director and officer, or a key employee of the Company (the “Indemnitee”) with this Agreement to be deemed effective as of the date that the Indemnitee first became director, officer, or key employee of the Company.
QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIESAsset Purchase Agreement • December 29th, 2020 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec
On October 19, 2020, Green Remedies Waste and Recycling, Inc. entered into an asset purchase agreement (the “APA”) by and among Quest Resource Holding Corporation (QRHC), Quest Resource Management Group, LLC (“Buyer”), a wholly-owned subsidiary of the Company, Green Remedies Waste and Recycling, Inc. (GRWR or “Seller”) and Alan Allred (the “Shareholder”) and completed the acquisition by Buyer of the business operation including substantially all of the assets used in the business of the Seller and assumed certain liabilities of the Seller, as set forth in the APA (the “Acquisition”). Seller is a leading provider of independent environmental services, particularly in multi-family housing, located in Elon, NC.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 5th, 2020 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 5, 2020, between Quest Resource Holding Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
QUEST RESOURCE HOLDING CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMembership Interest Purchase Agreement • February 22nd, 2022 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec
On December 7, 2021, Rome Holdings, LLC and M&A Business Consulting, Inc. (collectively, the “Sellers”) entered into a membership interest purchase agreement (the “MIPA”) by and among Quest Sustainability Services, Inc. (“Buyer”) (QSSI), a wholly-owned subsidiary of the Company, RWS Facility Services, LLC (the “Business”) (RWS) and completed the acquisition by Buyer of the Business as set forth in the MIPA. Whereas, Sellers collectively owned (100%) of all of the issued and outstanding membership interest of the Business, which is a full-service management company engaged in the brokering of recycling, waste and sustainability solutions, located in Chadds Ford, PA.
9,000,000 Shares of Common Stock and Warrants to Purchase 9,000,000 Shares of Common Stock Quest Resource Holding Corporation Underwriting AgreementUnderwriting Agreement • September 19th, 2014 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec • New York
Quest Resource Holding Corporation, a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters;” in the event that only a sole Underwriter is named on Schedule I hereto, then all references to “Underwriters” shall be deemed to mean and refer to such sole Underwriter), for whom Maxim Group LLC (“Maxim”) is acting as the representative (the “Representative”), an aggregate of 9,000,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), warrants to purchase an aggregate of 9,000,000 shares of Common Stock at an exercise price equal to $2.50 per share (each a “Firm Warrant” and collectively, the “Firm Warrants”) and, at the election of the Underwriters, up to 700,000 additional shares (the “Optional Shares”) of the Company’s Common Stock
SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • May 15th, 2023 • Quest Resource Holding Corp • Refuse systems • Texas
SEVERANCE AND CHANGE IN CONTROL AGREEMENT (this “Agreement”) as of May 12, 2023, by and between QUEST RESOURCE HOLDING CORPORATION, a Nevada corporation (“Employer”), and BRETT W. JOHNSTON (“Employee”).
SECOND AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • April 2nd, 2024 • Quest Resource Holding Corp • Refuse systems • New York
THIS SECOND AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”) is made and entered into as of March 29, 2024, by and among PNC BANK, NATIONAL ASSOCIATION, successor to BBVA USA, in its capacity as agent under the ABL Documents (including its permitted successors an assigns in such capacity from time to time, the “ABL Agent”), and Monroe Capital Management Advisors, LLC, in its capacity as agent under the Term Loan Documents (including its permitted successors and assigns in such capacity from time to time, the “Term Loan Agent”).
FOURTH AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENTLoan, Security and Guaranty Agreement • April 2nd, 2024 • Quest Resource Holding Corp • Refuse systems • Texas
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 Borrowe
ASSET PURCHASE AGREEMENT by and among QUEST RESOURCE MANAGEMENT GROUP, LLC, GREEN REMEDIES WASTE AND RECYCLYING, inc., ALAN ALLRED and QUEST RESOURCE HOLDING CORPORATION Dated as of October 19, 2020Asset Purchase Agreement • October 20th, 2020 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec • Nevada
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of October 19, 2020, is entered into by and among Quest Resource Management Group, LLC, a Delaware limited liability company (the “Buyer”), Green Remedies Waste and Recycling, Inc., a North Carolina corporation (the “Seller” or the “Company”), Alan Allred (the “Shareholder”), and Quest Resource Holding Corporation, a Nevada corporation (“Parent”). Buyer, Seller, the Shareholder and Parent are referred to herein collectively as the “Parties” and individually as a “Party.”
QUEST RESOURCE HOLDING CORPORATION 2024 INCENTIVE COMPENSATION PLAN INCENTIVE STOCK OPTION AGREEMENT FOR [ insert name of optionee here ] AgreementIncentive Stock Option Agreement • August 8th, 2024 • Quest Resource Holding Corp • Refuse systems
SEVERANCE AND NONCOMPETITION AGREEMENTSeverance and Noncompetition Agreement • October 23rd, 2012 • YouChange Holdings Corp • Services-equipment rental & leasing, nec • Arizona
SEVERANCE AND NONCOMPETITION AGREEMENT (“Agreement”), dated as of October 17, 2012, by and between Youchange, Inc., an Arizona corporation (“Employer”), and Daniel Fogel (“Employee”).
QUEST RESOURCE HOLDING CORPORATION 2024 INCENTIVE COMPENSATION PLAN NON- QUALIFIED STOCK OPTION AGREEMENT FOR [ insert name of optionee here ] AgreementNon-Qualified Stock Option Agreement • August 8th, 2024 • Quest Resource Holding Corp • Refuse systems
SECURITY AND MEMBERSHIP INTEREST PLEDGE AGREEMENTSecurity and Membership Interest Pledge Agreement • July 22nd, 2013 • Infinity Resources Holdings Corp. • Services-equipment rental & leasing, nec
THIS SECURITY AND MEMBERSHIP INTEREST PLEDGE AGREEMENT (hereinafter referred to as the “Agreement”) is dated as of the 16th day of July, 2013, by and between Earth911, Inc., a Delaware corporation (“Pledgor”) and wholly owned subsidiary of Infinity Resources Holdings Corp. (“Parent”), and Brian Dick (“Secured Party”).
Restricted stock unit AGREEMENT FORRestricted Stock Unit Agreement • August 8th, 2024 • Quest Resource Holding Corp • Refuse systems
SEVERANCE AGREEMENTSeverance Agreement • October 23rd, 2012 • YouChange Holdings Corp • Services-equipment rental & leasing, nec • Texas
SEVERANCE AGREEMENT dated the 17th day of October 2012, by and between Infinity Resources Holdings Corp, a Nevada corporation (“Employer”), and Barry Monheit,(“Employee”).
ContractWarrant Agreement • October 20th, 2020 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER HEREOF, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE 1933 ACT AS SOME OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND APPLICABLE LAWS IS AVAILABLE.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • January 20th, 2011 • YouChange Holdings Corp • Services-equipment rental & leasing, nec • Nevada
This SHARE EXCHANGE AGREEMENT, dated as of December 31, 2010 (the “Agreement”), is made by and among YouChange Holdings Corp, a Nevada corporation ("YCNG"), FEATURE MARKETING, INC., an Arizona corporation ("FM"), and each of the persons listed on the signature pages as an FM SHAREHOLDER (collectively, the "FM Shareholders," and individually a "FM Shareholder").
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • December 8th, 2022 • Quest Resource Holding Corp • Refuse systems
Except as otherwise set forth in this definition, the Applicable Margin will be based upon the most recent Compliance Certificate. Except as otherwise set forth in this definition, the Applicable Margin will be re-determined quarterly on the first day of the month following the date of delivery to Administrative Agent of the applicable Compliance Certificate pursuant to Section 10.1.3. If Borrowers fail to furnish or cause Borrower Representative to furnish any Compliance Certificate when that Compliance Certificate is due, then the Applicable Margin will be the rate per annum in the row styled “Level IV” as of the first day of the month following the date on which that Compliance Certificate was required to be delivered until the date on which that Compliance Certificate is delivered, on which date (but not retroactively), without constituting a waiver of any Default or Event of Default occasioned by the failure to timely deliver that Compliance Certificate, the Applicable Margin will
DEFERRED stock unit AGREEMENT FORDeferred Stock Unit Agreement • August 8th, 2024 • Quest Resource Holding Corp • Refuse systems
VOTING AGREEMENTVoting Agreement • April 12th, 2019 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec • Nevada
THIS VOTING AGREEMENT (this “Agreement”) is entered into as of April 11, 2019 (the “Effective Date”), by and among MITCHELL A. SALTZ (“Saltz”), JEFFREY D. FORTE (“Forte”), and BRIAN DICK (“Dick”) and each of their respective Affiliates (Saltz, Forte, and Dick, and each of their respective Affiliates, each called “Stockholder” and collectively “Stockholders”); HAMPSTEAD PARK CAPITAL MANAGEMENT, LLC or its assigns in accordance with Section 4(d) of this Voting Agreement (“Buyer”); and QUEST RESOURCE HOLDING CORPORATION (the “Company”).
PUT AND CALL STOCK PURCHASE AGREEMENTPut and Call Stock Purchase Agreement • March 15th, 2019 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec • Nevada
AGREEMENT dated as of the 15th day of March 2019 by and among HAMPSTEAD PARK CAPITAL MANAGEMENT, LLC and its assigns in accordance with Section 7(d) hereof (“Buyer”) and SOUTHWEST GREEN INVESTMENTS, L.L.C. and STOCKBRIDGE ENTERPRISES, L.P. (together “Seller”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 28th, 2012 • YouChange Holdings Corp • Services-equipment rental & leasing, nec • Delaware
WHEREAS, YouChange, YCMS, and Earth911 entered into that certain Agreement and Plan of Merger dated as of May 21, 2012, as amended by that certain Amendment No. 1 to Agreement and Plan of Merger, dated as of August 22, 2012 (collectively, the “Merger Agreement”);
RESCISSION AGREEMENTRescission Agreement • February 28th, 2011 • YouChange Holdings Corp • Services-equipment rental & leasing, nec
This Rescission Agreement (the “Rescission Agreement”) is executed on this 25th day of February, 2011 to be made effective December 31, 2010 (the “Effective Date”), by and among YouChange Holdings Corp, a Nevada corporation ("YCNG"), Feature Marketing, Inc., an Arizona corporation ("FM"), and each of the persons listed on the signature pages as an FM Shareholder (collectively, the "FM Shareholders," and individually a "FM Shareholder"). YCNG, FM and the FM Shareholders are sometimes referred to as the (“Parties”) and individually as a (“Party”). All terms used, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Share Exchange Agreement, dated December 31, 2010, by and among YCNG, FM and the FM Shareholders (the “Agreement”).
SECURITIES PURCHASE AGREEMENT DATED AS OF JULY 16, 2013 AMONG INFINITY RESOURCES HOLDINGS CORP., as Buyer AND QUEST RESOURCES GROUP, LLC, BRIAN DICK, and JEFF FORTE, as SellersSecurities Purchase Agreement • July 22nd, 2013 • Infinity Resources Holdings Corp. • Services-equipment rental & leasing, nec • Nevada
AGREEMENT made this 16th day of July, 2013, by and among INFINITY RESOURCES HOLDINGS CORP., a Nevada corporation, as buyer (hereinafter called “Buyer”), and QUEST RESOURCES GROUP, LLC, a Delaware limited liability company, BRIAN DICK, and JEFF FORTE, as sellers (hereinafter together called “Sellers” and individually called “Seller”).
LOAN AGREEMENT Dated as of December 15, 2010 between QUEST RECYCLING SERVICES, LLC, as Borrower, and REGIONS BANK, as Lender, relating to $10,000,000 Revolving Credit CommitmentLoan Agreement • March 31st, 2014 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec • Texas
THIS LOAN AGREEMENT (this “Agreement”), dated as of December 15, 2010, is between QUEST RECYCLING SERVICES, LLC, a Delaware limited liability company (the “Borrower”), and REGIONS BANK (the “Lender”).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 2nd, 2024 • Quest Resource Holding Corp • Refuse systems
This Fifth Amendment to Credit Agreement (this “Amendment”) is made this 29th day of March, 2024, among QUEST RESOURCE HOLDING CORPORATION, a Nevada corporation (“Holdings”); QUEST RESOURCE MANAGEMENT GROUP, LLC, a Delaware limited liability company (the “Company”); each of the Affiliates of the Company that are parties hereto (together with the Company, the “Borrowers”); the Lenders party hereto and MONROE CAPITAL MANAGEMENT ADVISORS, LLC, its successors and permitted assigns, as Administrative Agent on behalf of the Lenders (the “Administrative Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 12th, 2008 • BlueStar Financial Group, Inc.
TRANSITION SERVICES, AMENDMENT TO SEVERANCE AGREEMENT, AND RELEASESeverance Agreement • July 22nd, 2013 • Infinity Resources Holdings Corp. • Services-equipment rental & leasing, nec • Arizona
This Transition Services, Amendment to Severance Agreement, and Release (the “Agreement”) is made and entered into by and between Infinity Resources Holdings Corp., a Nevada corporation (“Infinity”), and Barry M. Monheit (“Monheit”).
QUEST RESOURCE MANAGEMENT GROUP, LLC LOAN, SECURITY AND GUARANTY AGREEMENT Dated: February 24, 2017 CITIZENS BANK, NATIONAL ASSOCIATION, Individually and as Administrative Agent and Collateral Agent for any Lender which is or becomes a party hereto...Loan, Security and Guaranty Agreement • February 27th, 2017 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec • New York
THIS LOAN, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of this 24th day of February, 2017, by and among Citizens Bank, National Association (“Citizens”), 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 Citizens, 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”, and together with 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 Nev
INFINITY RESOURCES HOLDINGS CORP. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • October 23rd, 2012 • YouChange Holdings Corp • Services-equipment rental & leasing, nec
INFINITY RESOURCES HOLDINGS CORP. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 23rd, 2012 • YouChange Holdings Corp • Services-equipment rental & leasing, nec • Nevada
Infinity Resources Holdings Corp. (the “Company”) wishes to grant to [ ] (the “Participant”) a Restricted Stock Award (the “Award”) pursuant to the provisions of the Company’s 2012 Incentive Compensation Plan (the “Plan”). The Award will entitle the Participant to shares of Stock from the Company, if the Participant meets the vesting requirements described herein. Therefore, pursuant to the terms of the attached Notice of Grant (“Notice of Grant”) and this Restricted Stock Award Agreement (the “Agreement”), the Company grants the Participant the number of Restricted Stock Units listed below in Section 2.
ContractConsulting Agreement • March 8th, 2011 • YouChange Holdings Corp • Services-equipment rental & leasing, nec • Arizona
This Consulting Agreement (the "Agreement") is entered into this January 1st, 2010 by and between Naser Ahmad an individual, ("Consultant") and Youchange, Inc. (the "Company").
MASTER ENVIRONMENTAL SERVICES AGREEMENTMaster Environmental Services Agreement • March 31st, 2014 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec • Arkansas
THIS MASTER ENVIRONMENTAL SERVICES AGREEMENT (“Agreement”) is dated Feb. 1st, 2013, between WAL-MART STORES, INC. (“Wal-Mart”), a Delaware corporation, with its principal place of business at 702 S.W. 8th Street, Bentonville, AR 72716, and Quest Resource Mgt Group (“Contractor”), a LLC with offices at 6175 Main St. Suite 420, Frisco, TX 75034.
