9,000,000 Shares of Common Stock and Warrants to Purchase 9,000,000 Shares of Common Stock Quest Resource Holding Corporation Underwriting AgreementQuest Resource Holding Corp • September 19th, 2014 • 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
