EMPLOYMENT AGREEMENT -------------------- This Agreement (the "Agreement") is made and entered into on this 21 day of March, 2007 (the "Effective Date"), between QUEST RESOURCE CORPORATION (the "Company), and RICHARD MARLIN ("Employee"). 1. Agreement...Employment Agreement • March 22nd, 2007 • Quest Resource Corp • Crude petroleum & natural gas • Oklahoma
ANDPurchase Agreement • December 29th, 2006 • Quest Resource Corp • Crude petroleum & natural gas • New York
VOTING AGREEMENT FOR SHARES OF STOCK OF QUEST RESOURCE CORPORATION [Douglas L. Lamb-Jerry D. Cash] This Voting Agreement (this "Agreement"), dated as of November 8, 2002, is made by and among Quest Resource Corporation ("Quest"), Douglas L. Lamb...Voting Agreement • November 19th, 2002 • Quest Resource Corp • Crude petroleum & natural gas • Kansas
ARTICLE IPledge Agreement • January 6th, 2004 • Quest Resource Corp • Crude petroleum & natural gas • Texas
betweenNote Purchase Agreement • February 17th, 2005 • Quest Resource Corp • Crude petroleum & natural gas • New York
AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT ----------------Credit Agreement • February 24th, 2005 • Quest Resource Corp • Crude petroleum & natural gas • New York
AGREEMENT FOR PURCHASE AND SALE OF UNITS by and between CHEROKEE ENERGY PARTNERS LLCPurchase and Sale Agreement • November 18th, 2005 • Quest Resource Corp • Crude petroleum & natural gas • New York
RIGHTS AGREEMENT QUEST RESOURCE CORPORATIONRights Agreement • June 1st, 2006 • Quest Resource Corp • Crude petroleum & natural gas • Nevada
By QUEST CHEROKEE, LLC and QUEST RESOURCE CORPORATION, as Borrowers andSecurity Agreement • December 29th, 2006 • Quest Resource Corp • Crude petroleum & natural gas • New York
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG QUEST RESOURCE CORPORATION STP CHEROKEE, INC.Agreement and Plan of Reorganization • November 19th, 2002 • Quest Resource Corp • Crude petroleum & natural gas • Kansas
RECITALSExecutive Employment Agreement • March 1st, 2007 • Quest Resource Corp • Crude petroleum & natural gas • Texas
OFLimited Liability Company Agreement • December 29th, 2006 • Quest Resource Corp • Crude petroleum & natural gas • Delaware
Execution Version First Amended and Restated Agreement of Limited Partnership Quest Midstream Partners, L.P. December 22, 2006 TABLE OF CONTENTSLimited Partnership Agreement • December 29th, 2006 • Quest Resource Corp • Crude petroleum & natural gas • Delaware
Execution Copy AMENDED AND RESTATED GUARANTY THIS AMENDED AND RESTATED GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this "Guaranty") is made as of December 22, 2006, by each of J-W GAS...Guaranty • December 29th, 2006 • Quest Resource Corp • Crude petroleum & natural gas • New York
QUEST RESOURCE CORPORATION 2005 OMNIBUS STOCK AWARD PLAN NONQUALIFIED STOCK OPTION AGREEMENT (Non-Employee Director) To: ___________________________ ("you" or the "Grantee") NOTICE OF GRANT: ---------------- As a director of Quest Resource Corporation...Nonqualified Stock Option Agreement • December 12th, 2005 • Quest Resource Corp • Crude petroleum & natural gas • Oklahoma
CREDIT AGREEMENT by and among QUEST RESOURCE CORPORATION as BorrowerCredit Agreement • November 27th, 2002 • Quest Resource Corp • Crude petroleum & natural gas • Texas
AMENDMENT NO. 1 TO CREDIT AGREEMENT ----------------Credit Agreement • March 31st, 2005 • Quest Resource Corp • Crude petroleum & natural gas • New York
Exhibit 4.5 ----------- PLEDGE AGREEMENT ---------------- THIS PLEDGE AGREEMENT (this "Agreement") is made as of December 22, 2003, by Quest Cherokee, LLC, a Delaware limited liability company ("Pledgor"), in favor of Bank One, NA, with its main...Pledge Agreement • January 6th, 2004 • Quest Resource Corp • Crude petroleum & natural gas • Texas
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 24th, 2005 • Quest Resource Corp • Crude petroleum & natural gas
RECITALS --------Subordination Agreement • November 27th, 2002 • Quest Resource Corp • Crude petroleum & natural gas • Texas
Execution Version INVESTORS' RIGHTS AGREEMENT This Investors' Rights Agreement, dated as of December 22, 2006 (the "Agreement"), is made and entered into by and among Quest Midstream Partners, L.P., a Delaware limited partnership ("Company"), Quest...Investors' Rights Agreement • December 29th, 2006 • Quest Resource Corp • Crude petroleum & natural gas • Delaware
Exhibit 10.5 QUEST RESOURCE CORPORATION EMPLOYMENT AGREEMENT [JERRY D. CASH] THIS EMPLOYMENT AGREEMENT is effective the 7th day of November, 2002, by and between QUEST RESOURCE CORPORATION, a Nevada corporation (hereinafter referred to as "Employer"),...Employment Agreement • August 29th, 2003 • Quest Resource Corp • Crude petroleum & natural gas
AMONG QUEST CHEROKEE, LLC, AS BORROWER,Credit Agreement • October 15th, 2004 • Quest Resource Corp • Crude petroleum & natural gas • New York
RECITALSConsulting Agreement • July 30th, 1999 • Hytk Industries Inc • Services-telephone interconnect systems • Kansas
Exhibit 10.6 NON-COMPETITION AGREEMENT THIS NON-COMPETITION AGREEMENT (the "Agreement") dated as of December 22, 2003 (the "Effective Date") is entered into by and between QUEST CHEROKEE, LLC, a Delaware limited liability company (the "Company"),...Non-Competition Agreement • January 6th, 2004 • Quest Resource Corp • Crude petroleum & natural gas • Kansas
RECITALSIntercreditor Agreement • June 14th, 2006 • Quest Resource Corp • Crude petroleum & natural gas • New York
Exhibit 10.6 QUEST RESOURCE CORPORATION EMPLOYMENT AGREEMENT [DOUGLAS L. LAMB] THIS EMPLOYMENT AGREEMENT is effective the 7th day of November, 2002, by and between QUEST RESOURCE CORPORATION, a Nevada corporation (hereinafter referred to as...Employment Agreement • August 29th, 2003 • Quest Resource Corp • Crude petroleum & natural gas
Exhibit 10.1 LAMB-CASH VOTING AGREEMENT CONSENT OF TRANSFEREE OF QUEST SHARES Whereas, the undersigned has acquired 2,290,393 shares of common stock of Quest Resource Corporation from Boothbay Royalty Company ("Quest Shares"); Whereas, the Quest...Voting Agreement • May 17th, 2005 • Quest Resource Corp • Crude petroleum & natural gas
RECITALS --------Registration Rights Agreement • December 29th, 2006 • Quest Resource Corp • Crude petroleum & natural gas • Delaware
WARRANT PURCHASE AGREEMENT by and between Quest Resource Corporation a Nevada Corporation (the "Company")Warrant Purchase Agreement • November 27th, 2002 • Quest Resource Corp • Crude petroleum & natural gas • Texas
By QUEST CHEROKEE, LLC and QUEST RESOURCE CORPORATION, as Borrowers andSecurity Agreement • December 12th, 2005 • Quest Resource Corp • Crude petroleum & natural gas
SELLERS] ANDStock Purchase Agreement • April 14th, 2003 • Quest Resource Corp • Crude petroleum & natural gas • Kansas
EMPLOYMENT AGREEMENT -------------------- This Agreement (the "Agreement") is made and entered into on this 17th day of October, 2005 (the "Effective Date"), between QUEST RESOURCE CORPORATION (the "Company), and JERRY D. CASH ("Employee"). 1....Employment Agreement • December 12th, 2005 • Quest Resource Corp • Crude petroleum & natural gas • Oklahoma
By QUEST CHEROKEE, LLC and QUEST RESOURCE CORPORATION, as Borrowers andSecurity Agreement • December 29th, 2006 • Quest Resource Corp • Crude petroleum & natural gas • New York
EXHIBIT F-3 TO CREDIT AGREEMENT SECURITY AGREEMENTSecurity Agreement • December 12th, 2005 • Quest Resource Corp • Crude petroleum & natural gas
