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
