EMPLOYMENT AGREEMENTEmployment Agreement • November 28th, 2014 • Quest Solution, Inc. • Services-computer integrated systems design • Nevada
This Employment Agreement (the “Agreement”) is entered into as of November 20, 2014 (the “Effective Date”) by and between Quest Solution, Inc., a Delaware corporation (the “Company”), and Jason Griffith, an individual (the “Executive”).
SECURITY AGREEMENTSecurity Agreement • November 28th, 2014 • Quest Solution, Inc. • Services-computer integrated systems design
This SECURITY AGREEMENT, dated as of November __, 2014 (as amended, supplemented, or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by QUEST SOLUTION, INC., a Delaware corporation (the “Debtor”), in favor of DAVID MARIN, an individual (“David Marin”), as Collateral Agent (as defined below) for the benefit of himself, KURT THOMET, an individual (“Kurt Thomet”) and GEORGE ZICMAN, an individual (“George Zicman”; David Marin, Kurt Thomet, and George Zicman and their respective successors, transferees and assigns are sometimes referred to herein individually as an “Secured Party” and collectively as the “Secured Parties”).
SECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTEQuest Solution, Inc. • November 28th, 2014 • Services-computer integrated systems design • California
FOR VALUE RECEIVED, Quest Solution, Inc., a Delaware corporation, (the “Company” or “Debtor”), hereby promises to pay to the order of DAVID MARIN, an individual, (together with his successors and assigns, the “Note Holder”) the principal sum of Eleven Million Dollars ($11,000,000) in lawful money of the United States of America in immediately available funds, with interest on the outstanding principal amount at the rate provided below, with the payment of such principal and interest made in accordance with the instructions of the Note Holder and on the dates provided below. Concurrent with the execution and delivery of this Note, Kurt Thomet and George Zicman (collectively, the “Other Holders”) are entering into amended and restated secured subordinated convertible promissory notes as set forth on Schedule A hereto (the “Existing Notes”), pursuant to which all of their existing promissory notes issued by the Company are being amended and restated in full. This Note and the Existing Not
SECURITY AGREEMENTSecurity Agreement • November 28th, 2014 • Quest Solution, Inc. • Services-computer integrated systems design
This SECURITY AGREEMENT, dated as of November __, 2014 (as amended, supplemented, or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by BAR CODE SPECIALTIES, INC., a California corporation (the “Debtor”), in favor of DAVID MARIN, an individual (“David Marin”), as Collateral Agent (as defined below) for the benefit of himself, KURT THOMET, an individual (“Kurt Thomet”) and GEORGE ZICMAN, an individual (“George Zicman”; David Marin, Kurt Thomet, and George Zicman and their respective successors, transferees and assigns are sometimes referred to herein individually as an “Secured Party” and collectively as the “Secured Parties”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 28th, 2014 • Quest Solution, Inc. • Services-computer integrated systems design • California
This STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of November 17, 2014, by and among Quest Solution, Inc., a Delaware corporation (“QUES”), Bar Code Specialties, Inc., a California corporation (“BCS”), and David Marin, an individual (the “BCS Stockholder”), a stockholder of BCS. QUES, BCS and the BCS Stockholder are collectively referred to herein as the “Parties” and each individually is referred to herein as a “Party.”
