INTERCREDITOR AGREEMENTIntercreditor Agreement • October 20th, 2020 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec • New York
This INTERCREDITOR AGREEMENT (this “Agreement”) is dated as of October 19, 2020, and entered into by and between BBVA USA, in its capacity as agent under the ABL Documents, including its permitted successors and assigns in such capacity from time to time (“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 (“Term Loan Agent”).
JOINDER AND FIRST AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENTLoan, Security and Guaranty Agreement • October 20th, 2020 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec • Texas
THIS LOAN, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of August 5, 2020, by and among BBVA USA, an Alabama banking corporation (“BBVA”), 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 BBVA, 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 Nevada corporation (“Ho
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.”
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.
CREDIT AGREEMENT dated as of October 19, 2020 among QUEST RESOURCE HOLDING CORPORATION, as Holdings QUEST RESOURCE MANAGEMENT GROUP, LLC, as a Borrower, EACH OF ITS AFFILIATES PARTY HERETO, as Borrowers, THE VARIOUS FINANCIAL INSTITUTIONS PARTY...Credit Agreement • October 20th, 2020 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec
This Credit Agreement dated as of October 19, 2020 (this “Agreement”) is entered into 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 or may from time to time become parties hereto (together with the Company, the “Borrowers”); the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”); and Monroe Capital Management Advisors, LLC, a Delaware limited liability company (“Monroe Capital”), as administrative agent for the Lenders.
QUEST RESOURCE HOLDING CORPORATION The Colony, Texas 75056Letter Agreement • October 20th, 2020 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec • New York
We refer to (a) that certain Credit Agreement, dated as of October 19, 2020, by and among Quest Resource Holding Corporation (together with its Affiliates, the “Company”), as Holdings, Quest Resource Management Group, LLC and certain of its affiliates, as Borrowers, Monroe Capital Management Advisors, LLC, a Delaware limited liability company, as Administrative Agent and Lead Arranger and the lenders party thereto (as amended, restated, supplemented, refinanced, extended or otherwise modified from time to time, the “Credit Agreement”) and (b) those certain Warrants to Purchase Shares of Common Stock (each a “Warrant” and collectively, the “Warrants”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms either in the Credit Agreement in effect from time to time, and if the Credit Agreement is Paid in Full, then immediately prior to such Payment in Full, or the Warrants, as applicable.
EMPLOYMENT AGREEMENTEmployment Agreement • October 20th, 2020 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec • Texas
THIS EMPLOYMENT AGREEMENT (the “Employment Agreement”), is made and entered into as of October 19, 2020 (the “Commencement Date”), by and between Quest Resource Management Group, LLC, a Delaware limited liability company (the “Company”), and Alan Allred (the “Executive”).
CONSIDERATION AGREEMENTConsideration Agreement • October 20th, 2020 • Quest Resource Holding Corp • Services-equipment rental & leasing, nec • Texas
This Consideration Agreement (this “Agreement”) is made as of October 19, 2020 (the “Effective Date”) by and between Quest Resource Holding Corporation, a Nevada corporation (the “Company”), Green Remedies Waste and Recycling, Inc., a North Carolina corporation (the “Investor”), and Alan Allred (the “Underlying Shareholder”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Purchase Agreement (as defined herein).
