Infinity Resources Holdings Corp. (Form: 8-K, Received: 07/22/2013 16:06:37)

Date: July 22, 2013

INFINITY RESOURCES HOLDINGS CORP.

/s/ Brian Dick

Brian Dick

President and Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 16, 2013

INFINITY RESOURCES HOLDINGS CORP.

(Exact Name of Registrant as Specified in Charter)

Nevada

333-152959

51-0665952

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1375 North Scottsdale Road, Suite 140

Scottsdale, Arizona

85257

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (480) 889-2650

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.

Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On July 16, 2013, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Quest Resources Group, LLC, a Delaware limited liability company (“Seller”), pursuant to which we acquired all of the issued and outstanding membership interests of Quest Resource Management Group, LLC, a Delaware limited liability company (“Quest”), held by Seller, comprising 50% of the membership interests of Quest (the “Quest Interests”). Our wholly owned subsidiary, Earth911, Inc., a Delaware corporation (“Earth911”), has held the remaining 50% of the membership interests of Quest for several years. Concurrently with the execution of the Securities Purchase Agreement, we assigned the Quest Interests to Earth911 so that Earth911 now holds 100% of the issued and outstanding membership interests of Quest. Quest engages in the business of recycling management for large and mid-size corporations in the automotive aftermarket, fleet, municipal, food service, hospitality, retail, office building, construction, hospital, and manufacturing industries.

The purchase price for the Quest Interests consisted of the following: (i) 12,000,000 shares of our common stock issued to Brian Dick, a 50% owner of Seller and Chief Executive Officer of Quest; (ii) 10,000,000 shares of our common stock issued to Jeff Forte, a 50% owner of Seller and President of Quest; (iii) a convertible secured promissory note in the principal amount of $11,000,000 payable to Mr. Dick; and (iv) a convertible secured promissory note in the principal amount of $11,000,000 payable to Mr. Forte. The convertible secured promissory notes issued to each of Messrs. Dick and Forte (collectively, the “Notes”) are each secured by a first-priority security interest in a 25% membership interest held by Earth911 in Quest (comprising a total of 50% of the membership interests of Quest) (the “Collateral”), as set forth in security and membership interest pledge agreements, by and between Earth911 and each of Messrs. Dick and Forte (collectively, the “Security Agreements”). The Securities Purchase Agreement provides that the Audit Committee of our Board of Directors has the sole authority and discretion to authorize payments due and owing under the Notes and to take any actions and make all decisions related to the Notes and the Security Agreements, and requires that we (a) deposit in escrow the total interest for the following month from our initial cash receipts from any source, including, without limitation, receivables, loans, sale of assets, or sale of securities, and (b) maintain a reserve of $1.5 million under our line of credit at all times to be used to make interest payments on the Notes, as determined in the sole discretion of the Audit Committee of our Board of Directors.

The Securities Purchase Agreement provides that Seller and Messrs. Dick and Forte may not engage or become financially interested in any Competitive Business within the Restricted Territory (each as defined in the Securities Purchase Agreement) for a period of five years. The Securities Purchase Agreement also provides restrictions with respect to customers of Quest and non-solicitation of employees of Quest for a period of five years. The Securities Purchase Agreement further provides that if there is an event of default on the Notes, Seller and Messrs. Dick and Forte may compete with us and solicit customers, provided that they resign from all positions held with us.

The foregoing description of the Securities Purchase Agreement is only a summary and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is attached hereto as Exhibit 2.7, and is hereby incorporated by reference into this Item 1.01. A copy of the press release announcing the completion of the Quest acquisition is filed herewith as Exhibit 99.1.

Stockholders Voting Agreement

In connection with the acquisition of Quest, we entered into a Stockholders Voting Agreement with Mitchell A. Saltz and Colton Melby (the “Class P Stockholders”), and Messrs. Dick and Forte (the “Class D Stockholders”), dated as of July 16, 2013, pursuant to which the Class P Stockholders and the Class D Stockholders agreed to vote all shares of our common stock owned by them or acquired by them in the future for a board consisting of six Class P Directors as designated by the Class P Stockholders or, in the absence of such designation, a majority of the Class P Directors, and three Class D Directors as designated by the Class D Stockholders, or in the absence of such designation, a majority of the Class D Directors. The initial Class D Directors will be Messrs. Dick and Forte and a third director to be nominated by the Class D Stockholders. The Stockholders Voting Agreement will continue until the earlier of (i) five years from the date of the agreement, (ii) such time as either the Class P Stockholders or the Class D Stockholders own less than 10% of our outstanding common stock, or (iii) the mutual agreement of the parties.

The foregoing description of the Stockholders Voting Agreement is only a summary and is qualified in its entirety by reference to the full text of the Stockholders Voting Agreement, which is attached hereto as Exhibit 10.10, and is hereby incorporated by reference into this Item 1.01.

Convertible Secured Promissory Notes and Security and Membership Interest Pledge Agreements

As described in Item 2.03, on July 16, 2013, in connection with the closing of the Quest acquisition, we issued the Notes to Messrs. Dick and Forte, which are secured by the Security Agreements. The disclosure provided in Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.

Employment-Related Agreements

As described in Item 5.02, on July 16, 2013, in connection with the closing of the Quest acquisition, we entered into (i) a transition services, amendment to severance agreement, and release with Barry M. Monheit (the “Transition Services, Amendment to Severance Agreement, and Release”), (ii) an employment agreement with Mr. Dick (the “Employment Agreement”), and (iii) a consulting agreement with Mr. Forte (the “Consulting Agreement”). The disclosure provided in Item 5.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

As described in Item 1.01, on July 16, 2013, we completed our acquisition of Quest pursuant to the Securities Purchase Agreement. The disclosure provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

In connection with the closing of the Quest acquisition described in Item 1.01, on July 16, 2013, we issued the Notes to Messrs. Dick and Forte, each in the original principal amount of $11,000,000. The Notes are secured by the Security Agreements entered into by and between Earth911 and Messrs. Dick and Forte.

The Notes accrue interest at a rate of 7% per annum and are payable on a monthly basis on the 5 ^th day of the month beginning on September 5, 2013. The principal amount will be due and payable in one installment on July 16, 2016. An event of default will occur under the Notes if (i) we default in the payment of the principal of or interest payable on the Notes and such default continues unremedied for 60 days after written notice to us and the Audit Committee of our Board of Directors; (ii) an involuntary proceeding is commenced or an involuntary petition is filed in a court of competent jurisdiction seeking (a) relief in respect of our or of a substantial part of our property or assets, under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency, receivership, or similar law (any such law, a “Bankruptcy Law”), (b) the appointment of a receiver, trustee, custodian, sequestrator, conservator, or similar official for a substantial part of our property or assets, or (c) the winding up or liquidation of our company; and such proceeding or petition continues undismissed for 60 days, or an order or decree approving or ordering any of the foregoing is entered; or (iii) we (a) voluntarily commence any proceeding or file any petition seeking relief under a Bankruptcy Law, (b) consent to the institution of or the entry of an order for relief against us, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (ii), (c) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator, or similar official for a substantial part of our property or assets, (d) file an answer admitting the material allegations of a petition filed against us in any such proceeding, (e) make a general assignment for the benefit of creditors, (f) become unable, admit in writing our inability, or fail general to pay our debts as they become due, or (g) take any action for the purpose of effecting any of the foregoing. Upon an event of default, Mr. Dick and Mr. Forte will have the right to declare the outstanding principal, all interest, and any other sums accrued on the Notes to be due and payable. In addition, the Security Agreements provide that upon an Event of Default under the Notes Messrs. Dick and Forte may (i) exercise the voting and other consensual rights of Earth911 in the Collateral, (ii) receive all cash payments and dividends or other distributions payable in respect of the Collateral (and all rights of Earth911 to distributions on account of the Collateral will be suspended until such time as no event of default is continuing), and (iii) exercise any and all rights available to a secured party under the UCC.

The Notes are convertible at any time, in the sole discretion of each of Mr. Dick and Mr. Forte, into shares of our common stock at a price of $2.00 per share. In addition, the Notes are convertible, in our sole discretion, into shares of our common stock at a price of $2.00 per share at any time (i) after the two year anniversary of the Notes, (ii) the principal amount has been paid down by $5,000,000 as a result of the first capital raise, (iii) our common stock trades on the Nasdaq Stock Market, the New York Stock Exchange, or NYSE MKT, and (iv) our common stock has traded at four times the $2.00 conversion price, as adjusted for any stock splits, reverse stock splits, or both.

The foregoing description of the Notes and the Security Agreements are only summaries and are qualified in their entirety by reference to the full text of the Notes and the Security Agreements, which are attached hereto as Exhibits 10.11 and 10.12 and Exhibits 10.13 and 10.14, respectively, and are hereby incorporated by reference into this Item 2.03.

Item 3.02.

Unregistered Sales of Equity Securities.

In connection with the closing of the Quest acquisition described in Item 1.01, on July 16, 2013, we issued an aggregate of 22,000,000 shares of our common stock to Messrs. Dick and Forte as partial consideration for the acquisition of Quest. We issued the shares of common stock in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder, as a transaction by an issuer not involving a public offering. Each of Messrs. Dick and Forte made representations to us that (i) the shares were being acquired by him for his own account and not with a view to the distribution of the shares, (ii) he had sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of the acquisition of the shares, and (iii) he was supplied with, or had access to, information, including our public filings and any other information with respect to our financial condition, business, and prospects and other information he requested, to enable him to understand more fully the nature of the acquisition of the shares and to verify the accuracy of the information supplied.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the closing of the Quest acquisition described in Item 1.01, on July 16, 2013, (i) Barry M. Monheit resigned all executive officer positions held by him with our company, Earth911, and our wholly owned subsidiary Youchange, Inc., an Arizona corporation (“Youchange”), and resigned as a director of Earth911 and Youchange, (ii) we appointed Brian Dick as our President, Chief Executive Officer, and a director, and (iii) we appointed Jeff Forte as a director. Mr. Monheit will continue to serve as a member of our Board of Directors.

Resignation of Barry M. Monheit

On July 16, 2013, we entered into the Transition Services, Amendment to Severance Agreement, and Release with Mr. Monheit in connection with his resignation. Beginning July16, 2013, for a period of 60 to 90 days, with such period to be determined in the sole discretion of our Chief Executive Officer (the “Transition Period”), Mr. Monheit will provide mutually agreed upon transition services to our company. During the Transition Period, Mr. Monheit will remain on our payroll as a full-time regular employee and continue to receive his full salary and all benefits. Upon the last day of the Transition period, Mr. Monheit will receive severance pursuant to the terms of the severance agreement, dated as of October 17, 2012, by and between us and Mr. Monheit (the “Severance Agreement”), as amended by the Transition Services, Amendment to Severance Agreement, and Release. As amended, Mr. Monheit’s Severance Agreement provides that (i) he will receive his base salary for a period of 18 months, (ii) all unvested stock-based compensation held by Mr. Monheit will vest as of the date of termination, (iii) we will continue health insurance coverage for Mr. Monheit for as long as he remains a director of our company, or will reimburse Mr. Monheit for continuation coverage pursuant to COBRA if he is terminated or resigns from his position as a director of our company or in the event that the insurance company will not permit coverage of Mr. Monheit, and will reimburse Mr. Monheit for coverage of his spouse on a separate plan, (iv) we will continue to provide Mr. Monheit with a cell phone during such 18-month period, and (v) we will provide Mr. Monheit with administrative support and access to office space at our offices if needed by Mr. Monheit, on an as available basis, during such 18-month period.

In exchange for the foregoing, the Transition Services, Amendment to Severance Agreement, and Release provides that Mr. Monheit releases our company, its predecessors, parent, subsidiaries, affiliated entities, and the past and present officers, directors, employees, shareholders, agents, successors, representatives, and assigns from any and all claims, charges, complaints, liabilities, and obligations of any nature whatsoever, whether now known or unknown, and whether asserted or unasserted, arising from any event or omission occurring prior to the date of the agreement, including any and all claims arising out of or which could arise out of the employment relationship between Mr. Monheit and each of our company, Earth911, and Youchange and Mr. Monheit’s resignation therefrom. Pursuant to the Transition Services, Amendment to Severance Agreement, and Release, we also released Mr. Monheit from any and all claims, rights, demands, actions, causes of action, damages, and liabilities of any and every kind, nature, and character whatsoever, whether based on a tort, contract, statute, or any other theory of recovery, whether known or unknown, arising or that could have been asserted on or before the date of the agreement, excluding claims of fraud, intentional tort, misappropriation of trade secrets, and breach of duties.

Appointment of Brian Dick

Mr. Dick, 38, is a co-founder of Quest and has served as its Chief Executive Officer since March 2007. Mr. Dick served as Vice President - Southeast Region of Atlantic Industrial Services, Inc., an industrial waste management and environmental contracting services company, from September 2001 to March 2007. From March 1998 to September 2001, Mr. Dick served as Regional Health and Safety Manager of Safety-Kleen Systems, Inc., an environmental services company. We believe Mr. Dick’s position as President and Chief Executive Officer of our company, his position as Chief Executive Officer and co-founder of Quest, his intimate knowledge and experience with all aspects of the operations, opportunities, and challenges of Quest, and his extensive experience in the environmental services industry provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

On July 16, 2013, we entered into an employment agreement (the “Employment Agreement”) with Mr. Dick in connection with the closing of the Quest acquisition providing that Mr. Dick will serve as our President and Chief Executive Officer for a period of five years. The Employment Agreement provides that Mr. Dick will be entitled to receive a base salary of $325,000 per annum; an annual bonus based upon achievement of performance goals as determined by our Board of Directors, which bonus for 2013 will not be less than $250,000 if our 2013 EBITDAS (as defined in the Employment Agreement) is at least $5,000,000; a car allowance of $750 per month; and annual stock-based compensation awards determined by our Board of Directors. Mr. Dick will also be eligible to participate in executive compensation programs, group insurance, pension, retirement, vacation, expense reimbursement, and other plans, programs, and benefits approved by our Board of Directors and generally made available to our executive employees. Mr. Dick also will be entitled to severance benefits in certain events following a termination of employment by us or following a change in control as described in the Employment Agreement. The Employment Agreement also provides for (i) a non-competition period equal to the longer of 12 months after the termination of Mr. Dick’s employment with us and the period during which Mr. Dick receives cash severance and (ii) non-solicitation of our employees and customers for a period of 24 months after the termination of Mr. Dick’s employment with us. The Employment Agreement further provides that if there is an event of default on the Notes, Mr. Dick may compete with us and solicit customers, provided that he resigns from all positions held with us.

Appointment of Jeff Forte

Mr. Forte, 47, is a co-founder of Quest and has served as its President since March 2007. Mr. Forte served as Vice President of National Accounts for Atlantic Industrial Services, Inc., an industrial waste management and environmental contracting services company, from April 2003 to March 2007. From October 2000 to April 2003, Mr. Forte served as Vice President of National Accounts for Probex Oil Recovery Services, Inc., an energy technology company providing proprietary oil recovery services. Mr. Forte served as National Account Manager for Pennzoil-Quaker State Company from April 1998 to October 2000, as National Account Manager for Quaker State Oil Refining Corporation/Specialty Environmental Services, Inc. from August 1994 to April 1998, and as Regional Account Manager and Director of New Business Development for Specialty Environmental Services, Inc. from September 1991 to August 1994. We believe Mr. Forte’s service as President and co-founder of Quest, his intimate knowledge and experience with all aspects of the operations, opportunities, and challenges of Quest, and his extensive experience in the environmental services industry provide the requisite qualifications, skills, perspectives, and experience that make him well qualified to serve on our Board of Directors.

On July 16, 2013, we entered into a consulting agreement (the “Consulting Agreement”) with Mr. Forte in connection with the closing of the Quest acquisition providing that Mr. Forte will provide services to us as a special projects consultant on a part-time basis for a period of 12 months. The Consulting Agreement provides that Mr. Forte will be entitled to receive compensation of $25,000 per annum. Mr. Forte will also be eligible to participate in any group insurance, pension, retirement, vacation, expense reimbursement, and other plans, programs, and benefits approved by our Board of Directors and generally made available to our part-time employees. The Consulting Agreement also provides for (i) a non-competition period of 12 months after the termination of Mr. Forte’s engagement with us and (ii) non-solicitation of our employees and customers for a period of 24 months after the termination of Mr. Forte’s engagement with us.

Messrs. Dick and Forte were each appointed to their respective positions pursuant to the Securities Purchase Agreement and the Stockholders Voting Agreement. There are no family relationships among any of our directors, executive officers, and each of Messrs. Dick and Forte. There are no related party transactions between us and Messrs. Dick and Forte reportable under Item 404(a) of Regulation S-K.

The foregoing descriptions of the Transition Services, Amendment to Severance Agreement, and Release, the Employment Agreement, and the Consulting Agreement are only summaries and are qualified in their entirety by reference to the full text of the Transition Services, Amendment to Severance Agreement and Release, the Employment Agreement, and the Consulting Agreement, which are attached hereto as Exhibit 10.15, Exhibit 10.16, and Exhibit 10.17, respectively, and are hereby incorporated by reference into this Item 5.02.

Item 9.01.

Financial Statements and Exhibits.

(a)

Financial Statements of Business Acquired .

The financial statements required by this Item 9.01(a) will be filed by amendment to this Form 8-K as soon as practicable, but not later than 71 days after the date on which this Form 8-K was required to be filed.

(b)

Pro Forma Financial Information .

The unaudited pro forma financial information required by this Item 9.01(b) will be filed by amendment to this Form 8-K as soon as practicable, but not later than 71 days after the date on which this Form 8-K was required to be filed.

(c)

Shell Company Transactions .

Not applicable.

(d)

Exhibits.


Exhibit Number		Exhibits

2.7		Securities Purchase Agreement, dated as of July 16, 2013, by and among Infinity Resources Holdings Corp., and Quest Resources Group, LLC, Brian Dick, and Jeff Forte

10.10		Stockholders Voting Agreement, dated as of July 16, 2013, by and among Infinity Resources Holdings Corp.; Mitchell A. Saltz and Colton Melby; and Brian Dick and Jeff Forte

10.11		Convertible Secured Promissory Note, dated as of July 16, 2013, issued to Brian Dick

10.12		Convertible Secured Promissory Note, dated as of July 16, 2013, issued to Jeff Forte

10.13		Security and Membership Interest Pledge Agreement, dated as of July 16, 2013, by and between Earth911, Inc. and Brian Dick

10.14		Security and Membership Interest Pledge Agreement, dated as of July 16, 2013, by and between Earth911, Inc. and Jeff Forte

10.15		Transition Services, Amendment to Severance Agreement, and Release, dated as of July 16, 2013, by and between Infinity Resources Holdings Corp. and Barry M. Monheit

10.16		Employment Agreement, dated as of July 16, 2013, by and between Infinity Resources Holdings Corp. and Brian Dick

10.17		Consulting Agreement, dated as of July 16, 2013, by and between Infinity Resources Holdings Corp. and Jeff Forte

99.1		Press release from Infinity Resources Holdings Corp., dated July 17, 2013, entitled “Infinity Resources Completes Acquisition of Quest Resource Management Group, LLC – Combination to Harness Commercial, Structural, and Cost Synergies”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX



2.7		Securities Purchase Agreement, dated as of July 16, 2013, by and among Infinity Resources Holdings Corp., and Quest Resources Group, LLC, Brian Dick, and Jeff Forte

10.10		Stockholders Voting Agreement, dated as of July 16, 2013, by and among Infinity Resources Holdings Corp.; Mitchell A. Saltz and Colton Melby; and Brian Dick and Jeff Forte

10.11		Convertible Secured Promissory Note, dated as of July 16, 2013, issued to Brian Dick

10.12		Convertible Secured Promissory Note, dated as of July 16, 2013, issued to Jeff Forte

10.13		Security and Membership Interest Pledge Agreement, dated as of July 16, 2013, by and between Earth911, Inc. and Brian Dick

10.14		Security and Membership Interest Pledge Agreement, dated as of July 16, 2013, by and between Earth911, Inc. and Jeff Forte

10.15		Transition Services, Amendment to Severance Agreement, and Release, dated as of July 16, 2013, by and between Infinity Resources Holdings Corp. and Barry M. Monheit

10.16		Employment Agreement, dated as of July 16, 2013, by and between Infinity Resources Holdings Corp. and Brian Dick

10.17		Consulting Agreement, dated as of July 16, 2013, by and between Infinity Resources Holdings Corp. and Jeff Forte

99.1		Press release from Infinity Resources Holdings Corp., dated July 17, 2013, entitled “Infinity Resources Completes Acquisition of Quest Resource Management Group, LLC – Combination to Harness Commercial, Structural, and Cost Synergies”

Exhibit 2.7

SECURITIES PURCHASE AGREEMENT

DATED AS OF JULY 16, 2013

AMONG

INFINITY RESOURCES HOLDINGS CORP.,

as Buyer

AND

QUEST RESOURCES GROUP, LLC,

BRIAN DICK, and JEFF FORTE,

as Sellers

TABLE OF CONTENTS


	Page
1. Purchase of Interests		1

2. Purchase Price		1

3. Representations and Warranties of Buyer		2
(a) Corporate Status and Authority		2
(b) Agreement Not in Breach of Other Instruments		2

4. Representations and Warranties of Sellers		2
(a) Ownership of Interests		2
(b) Rights to Acquire Shares		2
(c) Power to Execute Agreement		2
(d) Agreement Not in Breach of Other Instruments		2

5. Further Representations, Warranties, and Agreements of Sellers		3
(a) Ability to Bear Risk; Business and Financial Knowledge and Experience		3
(b) Knowledge Respecting Corporation		3
(c) Absence of Representations and Warranties		3
(d) No Distribution		3
(e) Securities to be Restricted		3
(f) No Registration		4
(g) No Obligation to Register		4
(h) Legend of Certificates		4
(i) Restrictions on Other Securities		4
(j) Stop Orders		5
(k) No Governmental Approval		5

6. Continuation and Survival of Representations and Warranties		5

7. Buyer’s Conditions Precedent to Closing		5
(a) Truth and Correctness of Representations and Warranties		5
(b) Compliance With Agreements and Covenants		5
(c) Ordinary Course		5
(d) Absence of Litigation or Proceedings		5
(e) Execution of Employment Agreement		5
(f) Execution of Consulting Agreement		5
(g) Delivery of Documents		6

8. Sellers’ Conditions Precedent to Closing		6
(a) Truth and Correctness of Representations and Warranties		6
(b) Compliance with Agreements and Covenants		6
(c) Ordinary Course		6
(d) Execution of Employment Agreement		6
(e) Execution of Consulting Agreement		6
(f) Melby Letter		6
(g) Corporate Resolutions		6
(h) Delivery of Documents		7

TABLE OF CONTENTS


	Page
9. Closing		7
(a) Deliveries by Sellers		7
(b) Deliveries by Buyer		7

10. Non-competition		8
(a) Duration and Extent of Restriction		8
(b) Restrictions with Respect to Customers and Employees		8
(c) Remedies for Breach		9

11. Certain Provisions Relative to the Notes		9

12. Further Assurances		10

13. Brokers and Finders		10

14. General Provisions		10
(a) Notices		10
(b) Binding Nature of Agreement; Assignment		11
(c) Entire Agreement		11
(d) Controlling Law		11
(e) Provisions Separable		11
(f) Indulgences Not Waivers		12
(g) Costs and Expenses		12
(h) Titles Not to Affect Interpretation		12
(i) Execution in Counterparts		12
(j) Gender		12
(k) Number of Days		12

SECURITIES PURCHASE AGREEMENT

AGREEMENT made this 16 ^th day of July, 2013, by and among INFINITY RESOURCES HOLDINGS CORP. , a Nevada corporation, as buyer (hereinafter called “Buyer”), and QUEST RESOURCES GROUP, LLC , a Delaware limited liability company, BRIAN DICK , and JEFF FORTE , as sellers (hereinafter together called “Sellers” and individually called “Seller”).

Brian Dick and Jeff Forte each own 50% of Quest Resources Group, LLC, which in turn owns 50% of the membership interests in Quest Resources Management Group, LLC, a Delaware limited liability company (“Company”).

Buyer owns 100% of Earth 911, Inc., a Delaware corporation (“Subsidiary”).

Subsidiary on the one hand and Sellers on the other hand each own 50% of the membership interests in Company.

Buyer and Sellers desire that Buyer acquire all of Sellers’ membership interests (the “Interests”) in Company on the terms and conditions set forth in this Agreement.

Buyer plans to contribute the Interests to Subsidiary so that Subsidiary will own 100% of Company.

NOW, THEREFORE , in consideration of the premises and of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1. Purchase of Interests.

Sellers hereby convey, transfer, and assign to Buyer, and Buyer hereby purchases and accepts from Sellers, the Interests, in each case representing all of each Seller’s right, title, and interest in Company and collectively 50% of the membership interests in Company.

2. Purchase Price.

The purchase price for the Interests being sold pursuant to paragraph 1 above shall be paid as follows:

(i) Certificates representing 12,000,000 shares of Common Stock of Buyer in the name of Brian Dick.

(ii) Certificates representing 10,000,000 shares of Common Stock of Buyer in the name of Jeff Forte.

(iii) A convertible secured promissory note of Buyer in the principal amount of $11,000,000 payable to Brian Dick, in the form attached hereto as Exhibit “1”, which is secured by a Security and Membership Interest Pledge Agreement, in the form attached hereto as Exhibit “2”.

(iv) A convertible secured promissory note of Buyer in the principal amount of $11,000,000 payable to Jeff Forte, in the form attached hereto as Exhibit “3”, which is secured by a Security and Membership Interest Pledge Agreement, in the form attached hereto as Exhibit “4”.

3. Representations and Warranties of Buyer.

Buyer represents, warrants, and agrees as follows:

(a) Corporate Status and Authority . Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the state of Nevada. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been validly authorized by all appropriate corporate action on the part of Buyer.

(b) Agreement Not in Breach of Other Instruments . The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, and the fulfillment of the terms hereof, will not violate any provision of the articles of incorporation or by-laws of Buyer nor will they result in the breach of any term or provision of, or constitute a default under, or conflict with, or cause the acceleration of any obligation under, any loan agreement, note, debenture, indenture, mortgage, deed of trust, lease, contract, agreement, or other obligation of any description to which Buyer is a party or by which Buyer is bound, or any judgment, decree, order, or award of any court, governmental body, or arbitration or any law, rule, or regulation applicable to Buyer.

4. Representations and Warranties of Sellers.

Each Seller makes the following further representations and warranties as to such Seller:

(a) Ownership of Interests . Sellers own the Interests constituting 50% of the membership interests in Company. Sellers have good, marketable, and unencumbered title to such Interests, and there are no restrictions on Sellers’ right to transfer such Interests to Buyer pursuant to this Agreement. Each Seller believes that Sellers and Buyer are the only owners of Company.

(b) Rights to Acquire Shares . Such Seller does not have any outstanding options, warrants, or other rights to purchase or subscribe for, or contracts or commitments to sell, or any interests, instruments, evidences of indebtedness, or other securities convertible in any manner into, interests in Company.

(c) Power to Execute Agreement . Such Seller has full power and authority to execute, deliver, and perform this Agreement, and this Agreement is the legal and binding obligation of such Seller.

(d) Agreement Not in Breach of Other Instruments . The execution and delivery of this Agreement, the consummation of the transactions hereby contemplated, and the fulfillment of the terms hereof, will not result in the breach of any term or provision of, or constitute a default under, or conflict with, or cause the acceleration of any obligation under, any agreement or other instrument of any description to which such Seller is a party or by which such Seller is bound, or any judgment, decree, order, or award of any court, governmental body, or arbitrator, or any law, rule, or regulation applicable to such Seller.

5. Further Representations, Warranties, and Agreements of Sellers.

Each Seller further represents, warrants, and agrees as follows with respect to the shares of Common Stock of Buyer (the “Shares”), the convertible promissory notes of Buyer (collectively the “Notes”), and the Common Stock of Buyer issuable upon the conversion of the Notes (collectively the “Securities”) being acquired hereunder by such Seller:

(a) Ability to Bear Risk; Business and Financial Knowledge and Experience . Such Seller (i) can bear the economic risk of the acquisition of the Securities, including the complete loss of such Seller’s investment, and (ii) has sufficient knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of such Seller’s acquisition of the Securities.

(b) Knowledge Respecting Corporation . Such Seller (i) knows or has had the opportunity to acquire all information concerning the business, affairs, financial condition, plans, and prospects of Buyer that such Seller deems relevant to make a fully informed decision respecting the acquisition of the Securities; (ii) has been encouraged and has had the opportunity to rely upon the advice of such Seller’s legal counsel and accountants and other advisers with respect to the acquisition of the Securities; and (iii) has had the opportunity to ask such questions and receive such answers and information respecting, among other things, the business, affairs, financial condition, plans, and prospects of Buyer and the terms and conditions of the acquisition of the Securities as such Seller has requested so as to more fully understand such Seller’s acquisition. Without limiting the foregoing, such Seller acknowledges that such Seller has access to all filings made by Buyer with the Securities and Exchange Commission.

(c) Absence of Representations and Warranties . Such Seller confirms that neither Buyer nor anyone purportedly acting on behalf of Buyer has made any representations, warranties, agreements, or statements other than those contained herein respecting the business, affairs, financial condition, plans, or prospects of Buyer nor has such Seller relied on any representations, warranties, agreements, or statements in the belief that they were made on behalf of any of the foregoing nor has such Seller relied on the absence of any such representations, warranties, agreements, or statements in reaching such Seller’s decision to acquire the Securities.

(d) No Distribution . Such Seller is acquiring the Securities for such Seller’s own account without a view to public distribution or resale, and such Seller has no contract, undertaking, agreement, or arrangement to transfer, sell, or otherwise dispose of any Securities or any interest therein to any other person.

(e) Securities to be Restricted . Such Seller understands that the Securities are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “1933 Act”).

(f) No Registration . Such Seller understands that the Securities have not been registered under the 1933 Act or the securities laws of any other jurisdiction and must be held indefinitely without any transfer, sale, or other disposition unless the Securities are subsequently registered under the 1933 Act and the securities laws of any other applicable jurisdictions or, in the opinion of counsel that is reasonably acceptable in form and substance to Buyer, registration is not required under such Acts or laws as the result of an available exemption.

(g) No Obligation to Register . Such Seller understands that (i) Buyer is under no obligation to register the Securities under the 1933 Act or the securities laws of any other jurisdiction or to take any action that would make available any exemption from such registration and (ii) such Seller therefore may be precluded from transferring, selling, or otherwise disposing of any Securities or any interest therein for an indefinite period of time or at any particular time.

(h) Legend of Certificates . Such Seller understands that there shall be endorsed on any certificates or other instruments evidencing any of the Securities a legend substantially to the following effect:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE OR INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ARE ‘RESTRICTED SECURITIES’ AS DEFINED BY RULE 144 UNDER THAT ACT. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT REGISTERING THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR, IN LIEU THEREOF, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THIS COMPANY TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THAT ACT. WITHOUT LIMITING THE FOREGOING, THE SECURITIES MAY NOT BE TRANSFERRED, SOLD, OR OTHERWISE DISPOSED OF WITHOUT AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THIS COMPANY THAT SUCH TRANSFER, SALE, OR OTHER DISPOSITION DOES NOT VIOLATE THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION OR ANY RULES OR REGULATIONS THEREUNDER.”

(i) Restrictions on Other Securities . Such Seller understands that, except upon certain limited circumstances, the restrictions on the sale, transfer, and disposition of the Securities will also apply to any and all shares of capital stock or other securities issued or otherwise acquired with respect to the Securities, including, without limitation, shares and securities issued or acquired as a result of any stock dividend, stock split, or exchange or any distribution of shares or securities pursuant to any corporate reorganization, reclassification, or similar event.

(j) Stop Orders . Such Seller understands that Buyer and its transfer agent, if any, may refuse to effect a transfer, sale, or other disposition of any of the Securities by such Seller or such Seller’s successors or assigns otherwise than as contemplated hereby.

(k) No Governmental Approval . Such Seller understands that no federal or state agency has approved or disapproved the Securities, passed upon or endorsed the merits of the offering of the Securities, or made any finding or determination as to the fairness of the Securities for investment.

6. Continuation and Survival of Representations and Warranties.

Each of the representations and warranties contained in this Agreement shall survive for two years after the date hereof.

7. Buyer’s Conditions Precedent to Closing.

The obligations of Buyer hereunder and its obligations to consummate the Closing herein provided for shall be subject to the following conditions precedent, any one or more of which may be waived by Buyer:

(a) Truth and Correctness of Representations and Warranties . The representations and warranties of Sellers contained in this Agreement shall have been true and correct at all times between the date of this Agreement and the Closing Date.

(b) Compliance With Agreements and Covenants . Sellers shall have performed and complied with each of their agreements, covenants, and obligations to be performed hereunder on or prior to the Closing Date, except those calling for performance after the Closing Date.

(c) Ordinary Course . The business of Company shall have been operated in the ordinary course, and Company shall have preserved its business organization intact, kept available the services of its employees, and continued to maintain its favorable relationships with customers, suppliers, and others with whom it has relationships.

(d) Absence of Litigation or Proceedings . No litigation, governmental action, or other proceedings shall be threatened in good faith or commenced against Company or Sellers with respect to any matter or against any person with respect to the consummation of the transactions provided for herein.

(e) Execution of Employment Agreement . Brian Dick shall have entered into an employment agreement with Buyer, which agreement shall be substantially in the form of Exhibit “5” .

(f) Execution of Consulting Agreement . Jeff Forte shall have entered into a consulting agreement with Buyer, which agreement shall be substantially in the form of Exhibit “6” .

(g) Delivery of Documents . All other documents required to be delivered by Sellers at or prior to the Closing shall have been delivered or shall be tendered at the Closing.

8. Sellers’ Conditions Precedent to Closing.

The obligations of Sellers hereunder and their obligations to consummate the Closing provided for herein shall be subject to the following conditions precedent, any one or more of which may be waived by Sellers.

(a) Truth and Correctness of Representations and Warranties . The representations and warranties of Buyer contained in this Agreement shall have been true and correct at all times between the date of this Agreement and the Closing Date.

(b) Compliance with Agreements and Covenants . Buyer shall have performed and complied with each of its agreements, covenants, and obligations to be performed hereunder on or prior to the Closing Date except those called for performance after the Closing Date.

(c) Ordinary Course . The business of Buyer (apart from Company) shall have been operated in the ordinary course, and Buyer (apart from Company) shall have preserved its business organization intact, kept available the services of its employees, and continued to maintain its favorable relationships with customers, suppliers, and others with whom it has relationships.

(d) Execution of Employment Agreement . Buyer shall have entered into an employment agreement with Brian Dick, which agreement shall be substantially in the form of Exhibit “5” .

(e) Execution of Consulting Agreement . Buyer shall have entered into a consulting agreement with Jeff Forte, which agreement shall be substantially in the form of Exhibit “6” .

(f) Melby Letter . The execution of the letter by Colton Melby relating to road shows of Company, pursuant to which Melby agrees to participate without compensation in at least ten (10) days of road shows each year and with compensation of $200.00 per day in an additional twenty (20) days of road shows each year.

(g) Corporate Resolutions . The adoption by the Board of Directors of Buyer of resolutions, effective upon the Closing Date, (i) approving a follow-on offering by Buyer to sell shares of Common Stock of Buyer with the principal proceeds of such offering to repay the Notes delivered pursuant to paragraph 2 hereof and establishing a committee of the Board of Directors consisting of Mitchell A. Saltz, Ronald Miller, and Colton Melby to effectuate such offering; (ii) appointing Brian Dick, Jeff Forte, and Alexander Thomas to Buyer’s Board of Directors, (iii) appointing Brian Dick as President and Chief Executive Officer of Buyer; (iv) contributing the Interests to Subsidiary so that Subsidiary owns 100% of Company; (v) authorizing Buyer to execute a standard form of Piggy Back Registration Rights Agreement subject to standard underwriter cutbacks and any other terms and conditions set forth in the standard agreement for such purposes used by the investment banking firm selected by Buyer to lead manage Buyer’s first capital raise; and (vi) authorizing the Audit Committee of the Board of Directors to take any actions required by the Company with respect to the Notes and those certain Security and Membership Interest Pledge Agreements, dated as of even date therewith (the “Security Agreements”).

(h) Delivery of Documents . All other documents required to be delivered by Buyer at or prior to the Closing shall have been delivered or shall be tendered at the Closing.

9. Closing.

The Closing under this Agreement shall take place at the offices of Buyer, 1375 North Scottsdale road, Suite 140, Scottsdale, Arizona 85257, on July 16, 2013 at 10:00 a.m., Phoenix time, or at such other date, time, and place as may be agreed upon by Buyer and Sellers, which date is sometimes herein called the “Closing Date”.

(a) Deliveries by Sellers . At the Closing, Sellers shall deliver the following:

(i) An assignment transferring the Interests held by such Seller and all related right, title, and interests therein of such Seller in Company together with an authorization to transfer the Interests on the books of Company to Buyer.

(ii) The certificate of Sellers that all representations and warranties of Sellers contained in this Agreement have been true and correct at all times between the date of this Agreement and the Closing Date.

(iii) The employment agreement in the form of Exhibit “5” .

(iv) The consulting agreement in the form of Exhibit “6” .

(b) Deliveries by Buyer . At the Closing, Buyer shall deliver the following:

(i) The purchase price provided for in paragraph 2 above, which is payable at the Closing.

(ii) The certificate of Buyer’s President or a Vice-President that all representations and warranties of Buyer contained in this Agreement have been true and correct at all times between the date of this Agreement and the Closing Date.

(iii) The resignation of Barry Monheit as Chief Executive Officer of Buyer.

(iv) The employment agreement in the form of Exhibit “5” .

(v) The consulting agreement in the form of Exhibit “6” .

(vi) A letter agreement from Colton Melby substantially in the form of Exhibit “7” .

10. Non-competition.

Because of the importance of Sellers to the development and operation of the business of Corporation, as well as their knowledge of and reputation in Company’s industry, Buyer is unwilling to enter into and perform this Agreement unless Sellers all enter into the non-competition agreement contained in this paragraph 10. To induce Buyer to enter into this Agreement and for the benefit of Buyer and Subsidiary, Sellers jointly and severally agree as follows:

(a) Duration and Extent of Restriction . Sellers shall not, for a period ending five (5) years after the Closing Date, within the Restricted Territory, “engage in” a Competitive Business. As used herein, the following definitions shall apply:

(i) The term “engage in” shall include, but shall not be limited to, activities, whether direct or indirect, as proprietor, partner, stockholder, director, officer, principal, agent, employee, consultant, or lender; provided, however, that the ownership of not more than three percent (3%) in the aggregate by Sellers of the stock of a publicly held corporation shall not be included in said term.

(ii) Competitive Business shall include, but not necessarily be limited to, the following entities known to Company to engage in a Competitive Business: Safety-Kleen/Clean Harbors, Waste Management, Republic Services, Rubicon, River Road, Rock Tenn, Liberty Tire Recycling, Lakin Tire Recycling, Darling International, Griffin, Five Winds, Earth Shift and Pure Strategies.

(iii) The term “Restricted Territory” shall mean any state or territory of the United States in which Company’s Customers are located, have operations in, or in which Company has provided services or consummated sales to such Customers.

(b) Restrictions with Respect to Customers and Employees . In furtherance of, and without in any way limiting the restriction in subparagraph (a) above, for the period specified in subparagraph (a) above, Sellers shall not, directly or indirectly,

(i) request any Customers of Company to curtail or cancel their business with Company;

(ii) disclose the identity of any Customers of Company to any other person, firm, or corporation engaged in a business the same as, similar to, or in general competition with the business being conducted by Company within the territorial limits described in subparagraph (a) above;

(iii) solicit or canvas, or authorize any person to solicit or canvas, from any Customers of Company, any business for any other person, firm, or corporation engaged in a business the same as, similar to, or in general competition with the business being conducted by Company within the territorial limits described in subparagraph (a) above; or

(iv) induce or attempt to influence any employee of Company, Buyer or Subsidiary to terminate his employment.

As used herein, “Customer” means Company’s current principal customers, consisting of Walmart, Aramark, CNH, Sam’s Club, Kroger, Mary Kay, US Airways, First Transforming Travel, AutoNation, Carmax, Jones Lange LaSalle, Garda, Greyhound, AT&T, AAFES, Old Dominion Freight Line, FedEx, Hendric Autogroup, Simon Malls, Pactiv, and International Paper and any of their affiliates.

Notwithstanding the foregoing, if there is an Event of Default (as therein defined) on the Notes, then (i) a Seller’s performance of services similar to those provided by Company in the one (1) year period prior to the date of this Agreement or (ii) a Seller’s ownership in an entity that provides services as Company had been providing in the one (1) year period prior to the date of this Agreement shall not be deemed to be engaging in or becoming financially interested in a Competitive Business for purposes of this Agreement. Furthermore, if there is an Event of Default on such Notes, Sellers may continue to solicit, canvas, contract with, and provide services to Customers who were customers of Company in the one (1) year period prior to the date of this Agreement. In the event that Sellers engage in any of the activities set forth in this paragraph upon an Event of Default on the Notes, Sellers shall immediately resign from all director, officer, or employee positions held with Buyer and/or its subsidiaries pursuant to Section 4(b)(iv) of the employment agreement with Brian Dick or Section 4(b)(iv) of the consulting agreement with Jeff Forte, as applicable.

(c) Remedies for Breach . Sellers acknowledge that the restrictions contained in this paragraph 10, in view of the nature of the business in which Company is engaged, are reasonable and necessary to protect the legitimate interests of Buyer and that any violation of these restrictions would result in irreparable injury to Buyer. Sellers agree that, in the event of a violation of any of such restrictions, Buyer shall be entitled to preliminary and permanent injunctive relief as well as an equitable accounting of all earnings, profits, and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies to which Buyer may be entitled. In the event of a violation, the period of non-competition referred to in subparagraph (a) above shall be extended by a period of time equal to that period beginning when such violation commenced and ending when the activities constituting such violation shall have been finally terminated in good faith.

11. Certain Provisions Relative to the Notes.

The Audit Committee of Company’s Board of Directors shall have the sole authority and discretion to authorize payments due and owing under the Notes and to take any actions and make all decisions related to the Notes and the Security Agreements. As long as the Notes remain unpaid, Company shall, and Brian Dick in his role as President and Chief Executive Officer of Company following the date hereof shall cause Company to, (i) deposit in escrow the total interest for the following month from the initial cash receipts of Company from any source, including, without limitation, receivables, loans, sale of assets, or sale of securities, and (ii) maintain a reserve of $1.5 million under Company’s line of credit at all times to be used to make interest payments on the Notes, as determined in the sole discretion of the Audit Committee of Company’s Board of Directors.

12. Further Assurances.

Sellers and Buyer shall execute and deliver all such other instruments and take all such other actions as any party may reasonably request from time to time in order to effectuate the transactions provided for herein. The parties shall cooperate with each other and with their respective counsel and accountants in connection with any steps to be taken as a part of their respective obligations under this Agreement.

13. Brokers and Finders.

Each of the parties hereto represents and warrants to the others that such party has not employed or retained any broker or finder in connection with the transactions contemplated by this Agreement nor has such party had any dealings with any person that may entitle that person to a fee or commission from any other party hereto. Each of the parties indemnifies and holds the others harmless from and against any claims, demands, or damages whatsoever by virtue of any arrangement or commitment made by such party with or to any person that may entitle such person to any fee or commission from the other parties to this Agreement.

14. General Provisions.

(a) Notices . All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made, and received when delivered against receipt 12 hours after being sent by facsimile or e-mail, or 72 hours after being sent by registered or certified mail, postage prepaid, addressed as set forth below:

(i)

If to Buyer:

Infinity Resources Holdings Corp.

1375 North Scottsdale Road, Suite 140

Scottsdale, Arizona 85257

Attention: Chairman of the Board

Phone: (480) 729-6612

Fax: (480) 889-2660

E-mail: mas917@gmail.com

with a copy, given in the manner

prescribed above to:

Greenberg Traurig LLP

2375 East Camelback Road, Suite 700

Phoenix, Arizona 85016

Attention: Robert S. Kant, Esq.

Phone: (602) 445-8302

Fax: (602) 445-8100

E-mail: KantR@gtlaw.com

(ii)

If to Sellers:

6175 Main Street, Suite 420

Frisco, Texas 75034

Attention: Brian Dick

Phone: (972) 464-0004

Fax: (972) 464-0015

E-mail: briand@questrmg.com

with a copy, given in the manner

prescribed above to:

Jordan, Houser & Flournoy, LLP

2591 North Dallas Parkway, Suite 408

Frisco, Texas 75034

Attention: Cynthia Hurley, Esq.

Phone: (972) 668-6810

Fax: (214) 618-9723

E-mail: churley@jhflegal.com

Any party may alter the address or addresses to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this paragraph for the giving of notice.

(b) Binding Nature of Agreement; Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns, except that no party may assign or transfer such party’s rights or obligations under this Agreement without the prior written consent of the other parties hereto.

(c) Entire Agreement . This Agreement constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, inducements, and conditions express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. This Agreement may not be modified or amended other than by an agreement in writing.

(d) Controlling Law . This Agreement and all questions relating to its validity, interpretation, performance, and inducement, shall be governed by and construed, interpreted, and enforced in accordance with the laws of the state of Nevada, notwithstanding any Nevada or other conflict-of-law provisions to the contrary.

(e) Provisions Separable . The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

(f) Indulgences Not Waivers . Neither the failure nor any delay on the part of any party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any other right, remedy, power, or privilege, nor shall any waiver of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

(g) Costs and Expenses . Each party hereto shall bear such party’s own costs, including legal and accounting fees, incurred in connection with the negotiation and preparation of this Agreement and all matters incident thereto.

(h) Titles Not to Affect Interpretation . The titles of paragraphs and subparagraphs contained in this Agreement are for convenience of reference only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.

(i) Execution in Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

(j) Gender . Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires.

(k) Number of Days . In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays, and holidays; provided, however, that if the final day of any period falls on a Saturday, Sunday, or holiday, then the final day shall be deemed to be the next day which is not a Saturday, Sunday, or holiday.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.


BUYER:

INFINITY RESOURCES HOLDINGS CORP.

By:		/s/ Mitchell A. Saltz
		Mitchell A. Saltz, Chairman of the Board

SELLERS:

QUEST RESOURCES GROUP, LLC

By:		/s/ Brian Dick
		Brian Dick

By:		/s/ Jeff Forte
		Jeff Forte

/s/ Brian Dick
BRIAN DICK

/s/ Jeff Forte
JEFF FORTE

Signature Page to Securities Purchase Agreement

Exhibit 10.10

STOCKHOLDERS VOTING AGREEMENT

AGREEMENT made this 16 ^th day of July, 2013 by and among INFINITY RESOURCES HOLDINGS CORP. , a Nevada corporation (“Company”); MITCHELL A. SALTZ and COLTON MELBY (the “Class P Stockholders”); and BRIAN DICK and JEFF FORTE (the “Class D Stockholders”).

The Class P and Class D Stockholders are principal stockholders of Company.

As a result of a Securities Purchase Agreement, Company now owns indirectly 100% of Quest Resources Management Group, LLC (“Quest”).

The Securities Purchase Agreement provides for certain representation on the Board of Directors of Company.

NOW, THEREFORE , in consideration of the premises and of the mutual covenants herein contained, the parties hereby agree as follows:

1. Makeup of Board of Directors . The Class P Stockholders and the Class D Stockholders shall vote all shares of Common Stock of Company currently owned by them or acquired by them in the future for a board consisting of (a) six Class P Directors as designated by the Class P Stockholders or, in the absence of such designation, a majority of the Class P Directors and (b) three Class D Directors as designated by the Class D Stockholders, or in the absence of such designation, a majority of the Class D Directors.

2. Term of Agreement . This Agreement shall continue until the earlier of (a) five years from the date of this Agreement, (b) such time as either the Class P Stockholders or the Class D Stockholders own less than 10% of the outstanding common stock of Company, or (c) the mutual agreement of the parties to this Agreement.

3. General Provisions .

(i)

If to Company:

Infinity Resources Holdings Corp.

1375 North Scottsdale Road, Suite 140

Scottsdale, Arizona 85257

Attention: Chairman of the Board

Phone: (480) 729-6612

Fax: (480) 889-2660

E-mail: mas917@gmail.com

with a copy, given in the manner

prescribed above to:

Greenberg Traurig LLP

2375 East Camelback Road, Suite 700

Phoenix, Arizona 85016

Attention: Robert S. Kant, Esq.

Phone: (602) 445-8302

Fax: (602) 445-8100

E-mail: KantR@gtlaw.com

(ii)

If to the Class P Stockholders:

7377 East Doubletree Ranch Road

Suite 200

Scottsdale, Arizona 85258

Attention: Mitchell A. Saltz and Colton Melby

Phone: (480) 949-9700

Fax: (480) 949-9747

E-mail: mas917@gmail.com

(iii)

If to the Class D Stockholders:

6175 Main Street, Suite 420

Frisco, Texas 75034

Attention: Brian Dick

Phone: (972) 464-0004

Fax: (972) 464-0015

E-mail: briand@questrmg.com

with a copy, given in the manner

prescribed above to:

Jordan, Houser & Flournoy, LLP

2591 North Dallas Parkway, Suite 408

Frisco, Texas 75034

Attention: Cynthia Hurley, Esq.

Phone: (972) 668-6810

Fax: (214) 618-9723

E-mail: churley@jhflegal.com

(d) Controlling Law . This Agreement and all questions relating to its validity, interpretation, performance and inducement, shall be governed by and construed, interpreted, and enforced in accordance with the laws of the state of Nevada, notwithstanding any Nevada or other conflict-of-law provisions to the contrary.

(f) Indulgences Not Waivers . Neither the failure nor any delay on the part of any party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any other right, remedy, power, or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.


INFINITY RESOURCES HOLDINGS CORP.

By:		/s/ Mitchell A. Saltz
		Mitchell A. Saltz, Chairman of the Board

/s/ Mitchell A. Saltz
MITCHELL A. SALTZ

/s/ Colton R. Melby
COLTON R. MELBY

/s/ Brian Dick
BRIAN DICK

/s/ Jeff Forte
JEFF FORTE

Signature Page to Stockholders Voting Agreement

Exhibit 10.11

THE OFFER AND SALE OF THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE. THIS NOTE AND ANY SECURITIES ISSUABLE UPON THE CONVERSION HEREOF MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND SUCH LAWS OR AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO INFINITY RESOURCES HOLDINGS CORP. THAT SUCH REGISTRATION IS NOT REQUIRED. CERTIFICATES REPRESENTING ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE SHALL INCLUDE A LEGEND TO SIMILAR EFFECT AS THE FOREGOING.

INFINITY RESOURCES HOLDINGS CORP. (IRHC)

CONVERTIBLE SECURED PROMISSORY NOTE


$11,000,000.00		July 16, 2013

FOR VALUE RECEIVED, the undersigned, Infinity Resources Holdings Corp. , a Nevada corporation (the “Company”), promises to pay to the order of Brian Dick or his registered assign (the “Holder”), the principal sum of Eleven Million Dollars and No Cents ($11,000,000.00), or such other amount as shall then equal the outstanding principal amount hereof and any unpaid accrued interest hereon, as set forth below, which shall be due and payable on the earlier to occur of (i) July 16, 2016 (the “Maturity Date”), or (ii) when declared due and payable by the Holder upon the occurrence of an Event of Default (as defined below). Payment for all amounts due hereunder shall be made by mail to the registered address of the Holder or by wire transfer directly to Holder’s bank account.

The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:

1. Payment . All payments shall be made in lawful money of the United States of America at the principal office of the Company, or at such other place as the Holder hereof may from time to time designate in writing to the Company. Payment shall be credited first to accrued interest due and payable and the remainder applied to principal. Prepayment of principal, together with accrued interest, may not be made except upon an Event of Default or as described below, when and if declared by the Holder.

CONVERTIBLE SECURED PROMISSORY NOTE

Page 1 of 8

The Company may, at any time, and from time to time, prepay the entire balance, or any portion thereof, without penalty and without notice. Any partial payment shall be charged against unpaid interest, then principal.

The principal ($11,000,000.00) or such other amount as shall then equal the outstanding principal amount shall be due and payable in one installment thirty-six (36) months after the last date on which the Note is fully and completely executed by all Parties.

2. Security . This Note shall be an unsecured obligation of the Company; provided, however, that in order to secure the obligations of the Company under this Note, the Company shall cause Earth911, Inc. , a Nevada corporation and wholly owned subsidiary of the Company that owns 100% of the membership interests in Quest Resources Management Group, LLC (“Quest”), to execute as of even date herewith the Security and Membership Interest Pledge Agreement (the “Security Agreement”).

3. Interest . Interest shall accrue on the unpaid principal of this Note at the rate of seven percent (7%) per annum compounded annually (the “Initial Interest Rate”) during the period beginning on the date of issuance of this Note and ending on the date that the principal amount of this Note becomes due and payable. Interest per annum shall be paid to Holder on a monthly basis on the 5th day of the month, with the first such interest payment due on September 5, 2013; provided, however, in the event that the aforesaid interest rate is determined to be in excess of the highest rate of interest permitted under applicable law, then the interest rate shall be deemed to have been reduced, as of the effective date of this Note, to the highest rate of interest permitted under applicable law and any payments made hereunder in excess of amounts payable on account of interest due by reason of such reduced rate of interest shall be applied to principal.

4. Events of Default . An “Event of Default” shall occur if:

(a) the Company shall default in the payment of the principal of or interest payable on this Note, when and as the same shall become due and payable, whether at maturity or otherwise and such default shall continue unremedied for sixty (60) days after written notice to the Company and the Audit Committee of the Company’s Board of Directors as provided herein and the failure of any payment that has not been made has not been cured and the Company shall have complied with Section 11 of that certain Securities Purchase Agreement, dated as of even date herewith;

(b) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Company or of a substantial part of the Company’s respective property or assets, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law (any such law, a “Bankruptcy Law”), (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for a substantial part of the property or assets of the Company, (iii) the winding up or liquidation of the Company; and such proceeding or petition shall continue undismissed for sixty (60) days, or an order or decree approving or ordering any of the foregoing shall be entered;

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(c) the Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under a Bankruptcy Law, (ii) consent to the institution of or the entry of an order for relief against it, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (b), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for a substantial part of the property or assets of the Company, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing.

5. Conversion; Additional Rights of Holder .

(a) Right to Convert .

(i) Conversion at Option of Holder . Subject to the terms and conditions of this Section 5, during any such time any amount of the principal amount of this Note and any interest accrued thereon remain outstanding, the Holder, in Holder’s sole discretion, may elect to convert the unpaid principal amount of the Note and any unpaid interest accrued thereon (collectively, “Note Obligations”) into shares of the Company’s Common Stock at a price of $2.00 per share.

(ii) Conversion at Option of Company . Subject to the terms and conditions of this Section 5, the Company, in the Company’s sole discretion, may elect to convert the outstanding principal amount of this Note and any accrued interest thereon (collectively, “Note Obligations”) into shares of the Company’s Common Stock at a price of $2.00 per share during any time any amount of the principal amount of this Note and any accrued interest thereon remain outstanding at any time (1) after the two (2) year anniversary of the date hereof, (2) the principal amount has been paid down by $5 million as a result of the first capital raise, (3) the Common Stock of the Company trades on the Nasdaq Stock Market, the New York Stock Exchange, or NYSE MKT, and (4) the Common Stock of the Company has traded at four times the $2.00 conversion price, as adjusted for any stock splits, reverse stock splits or both.

(b) Procedure for Conversion . Prior to the date of the conversion described in Section 5(a) above, the Holder shall surrender this Note, duly endorsed, at the office of the Company. The date of the conversion elected by the Holder shall be referred to herein as the “Conversion Date.” As soon as practicable after the Conversion Date, the Holder shall be entitled to receive a certificate or certificates, registered in such name or names as the Holder may direct, representing the Common Stock issuable upon conversion of the Note Obligations. The issuance of Common Stock upon conversion of the Note Obligations shall be made without charge to the Holder for any issuance tax in respect thereof, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the Holder. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder the amount of any Note Obligations that is not so converted.

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(c) Shares . The Company agrees to use its best efforts to take all action to have a sufficient number of shares of Common Stock available after the date of this Note in order to permit the conversion of all outstanding Note Obligations. The Company covenants that all Common Stock that shall be so issued shall be duly authorized, validly issued, fully paid and non-assessable by the Company, not subject to any preemptive rights, and free from any taxes, liens and charges with respect to the issue thereof. The Company will take all such action as may be necessary to ensure that all such Common Stock may be so issued without violation of any applicable law or regulation. The Company will execute a standard form of Piggy Back Registration Rights Agreement subject to standard underwriter cutbacks and any other terms and conditions set forth in the standard agreement for such purposes used by the investment banking firm selected by the Company to lead manage the Company’s first capital raise.

6. Suits for Enforcement.

(a) Upon the occurrence of any one or more Events of Default, the Holder of this Note shall have the right and option to declare the outstanding principal, all interest, and any other sums accrued on this Note to be, and this Note shall thereupon become, forthwith due and payable, may proceed to protect and enforce the Holder’s rights by suit in equity, action at law or by other appropriate proceeding in aid of the exercise of any power granted in this Note, or may proceed to enforce the payment of this Note, or to enforce any other legal or equitable right it may have as a holder of this Note.

(b) The Holder of this Note may direct the time, method and place of conducting any proceeding for any remedy available to itself.

(c) In case of any Event of Default, the Company will pay to the Holder such amounts as shall be sufficient to cover the reasonable costs and expenses of such Holder due to such Event of Default, including without limitation, costs of collection and reasonable fees, disbursements and other charges of counsel incurred in connection with any action in which the Holder prevails.

7. Audit Committee Oversight . The Audit Committee of the Company’s Board of Directors shall have the sole authority and discretion to authorize payments due and owing under this Note and to take any actions and make any and all decisions related to this Note and the Security Agreement.

8. Notices . All notices (including other communications required or permitted) under this Note must be in writing and must be delivered (a) in person, (b) by registered, express or certified mail, postage prepaid, return receipt requested, (c) by a generally recognized courier or messenger service that provides written acknowledgement of receipt by the addressee, or (d) by facsimile or other generally accepted means of electronic transmission with a verification of delivery. Notices are deemed delivered at the earlier of the date such notice is actually received by a party or three (3) days after such notice is given. Notices to Holder and the Company must be given at the addresses below (or at such other address or facsimile number for a party as will be specified by like notice):

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If to Holder, to:

Brian Dick

6175 Main Street, Suite 420

Frisco, Texas 75034

Phone: (972) 464-0004

Fax: (972) 464-0015

E-mail: briand@questrmg.com

with a copy given in the manner

prescribed above, to:

Jordan, Houser & Flournoy, LLP

2591 North Dallas Parkway, Suite 408

Frisco, Texas 75034

Attention: Cynthia Hurley, Esq.

Phone: (972) 668-6810

Fax: (214) 618-9723

E-mail: churley@jhflegal.com

If to the Company or the Audit Committee of the Company’s Board of Directors, to:

Infinity Resources Holdings Corp.

1375 North Scottsdale Road, Suite 140

Scottsdale, Arizona 85257

Attention: Chairman of the Board

Phone: (480) 729-6612

Fax: (480) 889-2660

E-mail: mas917@gmail.com

and

Infinity Resources Holdings Corp.

1375 North Scottsdale Road, Suite 140

Scottsdale, Arizona 85257

Attention: Chairman of the Audit Committee

Phone: (602) 300-8788

Fax: (602) 532-7469

E-mail: rmiller@swcapital.com

with a copy given in the manner

prescribed above, to:

Greenberg Traurig, LLP

2375 East Camelback Road, Suite 700

Phoenix, Arizona 85016

Attention: Robert S. Kant, Esq.

Phone: (602) 445-8302

Facsimile: (602) 445-8100

E-Mail: kantr@gtlaw.com

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9. Successors and Assigns . This Note shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. The Holder may assign any of the Holder’s rights or obligations herein and the rights are fully divisible.

10. Amendment and Waiver.

(a) No failure or delay on the part of the Company or the Holder in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The acceptance by the Holder at any time and from time to time of partial payment on this Note shall not be deemed to be a waiver of any Event of Default then existing. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or the Holder at law, in equity or otherwise.

(b) Any amendment, supplement or modification of any provision of this Note, any waiver of any provision of this Note and any consent to any departure by the Company from the terms of any provision of this Note, shall be effective (i) only if it is made or given in writing and signed by the Company and the Holder and (ii) only in the specific instance and for the specific purpose for which made or given.

11. Headings . The headings in this Note are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

12. GOVERNING LAW . THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

13. Costs and Expenses . The Company hereby agrees to pay on demand all reasonable out-of-pocket costs, fees, expenses, disbursements and other charges (including but not limited to the fees, expenses, disbursements and other charges of counsel to the Holder) of the Holder arising in connection with any consent or waiver granted or requested hereunder or in connection herewith, and any renegotiation, amendment, work-out or settlement of this Note or the indebtedness arising hereunder.

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14. Waiver of Jury Trial and Setoff . The Parties hereby waive trial by jury in any litigation in any court with respect to, in connection with, or arising out of this Note or any instrument or document delivered pursuant to this Note, or the validity, protection, interpretation, collection or enforcement thereof, or any other claim or dispute howsoever arising, between the Company and the Holder; and the Company hereby waives the right to interpose any setoff or counterclaim or cross-claim in connection with any such litigation, irrespective of the nature of such setoff, counterclaim or cross-claim except to the extent that the failure so to assert any such setoff, counterclaim or cross-claim would permanently preclude the prosecution of the same.

15. Severability . If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.

16. Entire Agreement . This Note is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter hereof. This Note supersedes all prior agreements and understandings between the parties with respect to such subject matter.

17. Further Assurances . The Company shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any governmental authority or any other Person) as may be reasonably required or desirable to carry out or to perform the provisions of this Note.

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INFINITY RESOURCES HOLDINGS CORP.

By:		/s/ Mitchell A. Saltz
Name: Mitchell A. Saltz
Title: Chairman of the Board

Signature Page to Convertible Secured Promissory Note (Dick)

Exhibit 10.12

INFINITY RESOURCES HOLDINGS CORP. (IRHC)

CONVERTIBLE SECURED PROMISSORY NOTE


$11,000,000.00		July 16, 2013

FOR VALUE RECEIVED, the undersigned, Infinity Resources Holdings Corp. , a Nevada corporation (the “Company”), promises to pay to the order of Jeff Forte or his registered assign (the “Holder”), the principal sum of Eleven Million Dollars and No Cents ($11,000,000.00), or such other amount as shall then equal the outstanding principal amount hereof and any unpaid accrued interest hereon, as set forth below, which shall be due and payable on the earlier to occur of (i) July 16, 2016 (the “Maturity Date”), or (ii) when declared due and payable by the Holder upon the occurrence of an Event of Default (as defined below). Payment for all amounts due hereunder shall be made by mail to the registered address of the Holder or by wire transfer directly to Holder’s bank account.

The following is a statement of the rights of the Holder of this Note and the conditions to which this Note is subject, and to which the Holder hereof, by the acceptance of this Note, agrees:

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4. Events of Default . An “Event of Default” shall occur if:

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5. Conversion; Additional Rights of Holder .

(a) Right to Convert.

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6. Suits for Enforcement.

(b) The Holder of this Note may direct the time, method and place of conducting any proceeding for any remedy available to itself.

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If to Holder, to:

Jeff Forte

6175 Main Street, Suite 420

Frisco, Texas 75034

Phone: (972) 464-0004

Fax: (972) 464-0015

E-mail: jefff@questrmg.com

with a copy given in the manner

prescribed above, to:

Jordan, Houser & Flournoy, LLP

2591 North Dallas Parkway, Suite 408

Frisco, Texas 75034

Attention: Cynthia Hurley, Esq.

Phone: (972) 668-6810

Fax: (214) 618-9723

E-mail: churley@jhflegal.com

If to the Company or the Audit Committee of the Company’s Board of Directors, to:

Infinity Resources Holdings Corp.

1375 North Scottsdale Road, Suite 140

Scottsdale, Arizona 85257

Attention: Chairman of the Board

Phone: (480) 729-6612

Fax: (480) 889-2660

E-mail: mas917@gmail.com

and

Infinity Resources Holdings Corp.

1375 North Scottsdale Road, Suite 140

Scottsdale, Arizona 85257

Attention: Chairman of the Audit Committee

Phone: (602) 300-8788

Fax: (602) 532-7469

E-mail: rmiller@swcapital.com

with a copy given in the manner

prescribed above, to:

Greenberg Traurig, LLP

2375 East Camelback Road, Suite 700

Phoenix, Arizona 85016

Attention: Robert S. Kant, Esq.

Phone: (602) 445-8302

Facsimile: (602) 445-8100

E-Mail: kantr@gtlaw.com

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10. Amendment and Waiver.

11. Headings . The headings in this Note are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

12. GOVERNING LAW . THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

CONVERTIBLE SECURED PROMISSORY NOTE

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INFINITY RESOURCES HOLDINGS CORP.

By:		/s/ Mitchell A. Saltz
Name: Mitchell A. Saltz
Title: Chairman of the Board

Signature Page to Convertible Secured Promissory Note (Forte)

Exhibit 10.13

SECURITY AND MEMBERSHIP INTEREST PLEDGE AGREEMENT

THIS SECURITY AND MEMBERSHIP INTEREST PLEDGE AGREEMENT (hereinafter referred to as the “Agreement”) is dated as of the 16 ^th day of July, 2013, by and between Earth911, Inc., a Delaware corporation (“Pledgor”) and wholly owned subsidiary of Infinity Resources Holdings Corp. (“Parent”), and Brian Dick (“Secured Party”).

WHEREAS , Secured Party and Jeff Forte each own 50% of Quest Resources Group, LLC (“Seller”), which in turn owns 50% of the membership interests in Quest Resources Management Group, LLC, a Delaware limited liability company (“Company”); and

WHEREAS , contemporaneously herewith, Parent, Seller, Secured Party and Jeff Forte have entered into a Securities Purchase Agreement, pursuant to which Parent will acquire all of Seller’s membership interests in Company; and

WHEREAS , Parent has contributed such membership interests to Pledgor; and

WHEREAS, Parent has contemporaneously herewith executed and delivered a Convertible Secured Promissory Note, in the original principal amount of Eleven Million Dollars ($11,000,000.00) payable to the order of Secured Party (the “Promissory Note”) evidencing a portion of the purchase price for Parent’s purchase of twenty-five percent (25%) of the outstanding Membership Interests of the Company held by Seller; and

WHEREAS, Secured Party is willing to accept the Promissory Note only upon the condition that all amounts due on the Promissory Note be secured by the pledge of the Collateral (defined herein) by Pledgor to Secured Party as provided herein (the performance and payment obligations of Parent described in the Promissory Note are herein referred to collectively as the “Obligations”).

NOW, THEREFORE, Pledgor and Secured Party agree as follows:

1. Security Interest. Pledgor hereby pledges, assigns, transfers and grants to Secured Party a security interest in the Collateral to secure the payment and performance of the Obligations and all obligations contained in any documents and instruments executed by Pledgor in connection with the Obligations.

2. Collateral. Pledgor hereby grants to Secured Party a first-priority security interest in and continuing lien on all of the following property of Pledgor: (i) in a twenty-five percent (25%) membership interest held by Pledgor in Company (the “Membership Interest”); (ii) all payments of principal or interest, distributions, dividends, cash, income, profits, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon conversion of, the Membership Interest; (iii) any and all voting and other rights, powers and privileges accruing or incidental to an owner of an ownership interest in Company; and (iv) all cash and non-cash proceeds and products of property described in (i) through (iii) of this Section 2 (collectively, the “Collateral”).

S ECURITY & P LEDGE A GREEMENT - P AGE 1

3. Pledgor’s Covenants.

3.1 Pledgor shall authorize the filing of any and all financing statements and continuation statements for the purpose of establishing, continuing or further evidencing the perfection of the security interest granted herein.

3.2 Pledgor shall not be entitled to and may not dispose of or in any way encumber or hypothecate the Membership Interest, or, upon the occurrence and during the continuance of an Event of Default, any other portion of the Collateral, without the prior written consent of Secured Party.

4. Agreement of Secured Party. If Parent shall pay to Secured Party all sums due pursuant to the terms of the Promissory Note, then these presents and the security interest hereby granted shall cease, terminate and become void, and Secured Party shall, promptly after the demand of Parent or Pledgor, execute, acknowledge and deliver to Pledgor instruments of release in respect of the items of Collateral.

5. Pledgor’s Representations and Warranties. Pledgor represents and warrants the following:

5.1 Pledgor has the power and authority to execute and deliver this Agreement;

5.2 No other security agreement covering any portion of the Collateral (or any part thereof) has been made, and no security interest (other than the one created hereby) or liens of any kind, including those acquired by attachment, levy, or the like, has attached or been affected in the Collateral, and this Agreement and pledge does not contravene or constitute a default under, any provision of any contract to which Pledgor or the Company is a party or applicable law or regulation;

5.3 Pledgor is the owner of each item comprising the Collateral;

5.4 Pledgor has benefited or will benefit, directly or indirectly, from the Promissory Note and the attendant benefits, liabilities and obligations arising therefrom; and

6. Events of Default. The occurrence and continuance of an “Event of Default” under the Promissory Note shall constitute an Event of Default (“Event of Default”) hereunder.

7. Remedies. Upon the occurrence and during the continuation of an Event of Default described in Paragraph 6 hereof, Secured Party shall forthwith and without the necessity of the execution of any additional documentation have the sole and exclusive right to (i) exercise the voting and other consensual rights of Pledgor in the Membership Interest, (ii) receive all cash payments and dividends or other distributions payable in respect of the Membership Interest (and all rights of Pledgor to distributions on account of the Membership Interest shall be suspended until such time as no Event of Default is continuing hereunder), and (iii) exercise any and all rights available to a secured party under the UCC. Secured Party shall apply the proceeds of collection, sale or other disposition of all or any part of the Collateral coming into Secured Party’s possession to in accordance with Section 10 hereof.

S ECURITY & P LEDGE A GREEMENT - P AGE 2

Pledgor further agrees to use best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this Section 7 valid and binding and in compliance with any and all other applicable requirements of law. Pledgor further agrees that a breach of any of the covenants contained in this Section 7 will cause irreparable injury to Secured Party, that Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 7 shall be specifically enforceable against Pledgor, and Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Promissory Note or this Agreement.

8. Fees and Expenses . Pledgor will, upon demand, pay to Secured Party the amount of any and all reasonable and documented fees and expenses (including, without limitation, the reasonable and documented fees and disbursements of his legal counsel) that Secured Party may incur in connection with the exercise or enforcement of any of the rights of Secured Party hereunder.

9. Power of Attorney. Pledgor hereby appoints and constitutes Secured Party as Pledgor’s attorney-in-fact to exercise all of the following powers upon the occurrence and at any time during the continuance of an Event of Default: (i) collection of proceeds of any Collateral; (ii) conveyance of any item of Collateral to any purchaser thereof; (iii) recording of any liens under Section 3.1 hereof; and (iv) paying or discharging taxes or liens levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by Secured Party in his sole discretion, and such payments made by Secured Party to become the obligations of Pledgor to Secured Party, due and payable immediately without demand. Secured Party’s authority hereunder shall include, without limitation, transfer title to any item of Collateral, and file all financing statements necessary or appropriate to preserve, protect or perfect the security interest in the Collateral. This power of attorney is coupled with an interest and is irrevocable by Pledgor.

10. Application of Proceeds. Upon the occurrence and during the continuance of an Event of Default, the proceeds of any sale of, or other realization upon, all or any part of the Collateral and any cash held shall be applied by Secured Party in the following order of priorities:

First , to payment of the reasonable expenses of such sale or other realization, including reasonable compensation to agents of and legal counsel for Secured Party, and all reasonable expenses incurred or made by Secured Party in connection therewith;

Second , to the payment of accrued but unpaid interest, if any, on the Promissory Note;

Third , to the payment of unpaid principal of the Promissory Note; and

S ECURITY & P LEDGE A GREEMENT - P AGE 3

Finally , to payment to Pledgor or its respective assigns, heirs or personal representatives, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds.

11. Audit Committee Oversight. The Audit Committee of the Company’s Board of Directors shall have the sole authority and discretion to authorize payments due and owing under the Promissory Note and to take any actions and make any and all decisions related to the Promissory Note and this Agreement.

12. General.

12.1 This Agreement, together with any other agreement executed in connection herewith, including the Promissory Note, is intended by the parties as the final expression of their agreement with respect to its subject, and is intended as a complete and exclusive statement of the terms and conditions thereof.

12.2. The terms of this Agreement shall be binding upon the parties and their respective heirs, personal representatives, successors and assigns. As used herein, the plural number shall, where appropriate, include the singular, and vice versa.

12.3. Any notice that may be given by either Pledgor or Secured Party shall be in writing and shall be deemed given upon the earlier of the time of receipt thereof by the person entitled to receive such notice, or if mailed by registered or certified mail or with a recognized overnight mail courier upon three (3) business days after deposit with the U.S. Post Office or one (1) business day after deposit with such overnight mail courier, if postage is prepaid and mailing is addressed to Pledgor or Secured Party, as the case may be, at the following addresses, or to a different address previously given in a written notice to the other party:

To Pledgor:

c/o Infinity Resources Holdings Corp.

1375 North Scottsdale Road, Suite 140

Scottsdale, Arizona 85257

Attention: Chairman of the Board

Phone: (480) 729-6612

Fax: (480) 889-2660

E-mail: mas917@gmail.com

and

c/o Infinity Resources Holdings Corp.

1375 North Scottsdale Road, Suite 140

Scottsdale, Arizona 85257

Attention: Chairman of the Audit Committee

Phone: (602) 300-8788

Fax: (602) 532-7469

E-mail: rmiller@swcapital.com

S ECURITY & P LEDGE A GREEMENT - P AGE 4

with a copy, given in the manner

prescribed above to:

Greenberg Traurig LLP

2375 East Camelback Road, Suite 700

Phoenix, Arizona 85016

Attention: Robert S. Kant, Esq.

Phone: (602) 445-8302

Fax: (602) 445-8100

E-mail: KantR@gtlaw.com

To Secured Party:

Brian Dick

6175 Main Street, Suite 420

Frisco, Texas 75034

Phone: (972) 464-0004

Fax: (972) 464-0015

E-mail: briand@questrmg.com

with a copy, given in the manner

prescribed above to:

Jordan, Houser & Flournoy, LLP

2591 North Dallas Parkway, Suite 408

Frisco, Texas 75034

Attention: Cynthia Hurley, Esq.

Phone: (972) 668-6810

Fax: (214) 618-9723

E-mail: churley@jhflegal.com

12.4. If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction, (ii) the invalidity or unenforceability of any provisions hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction, and (iii) the parties hereto shall endeavor in good faith negotiations to replace the invalid or unenforceable provisions with valid and enforceable provisions, the economic effect of which comes as close as practicable to that of the invalid or unenforceable provisions.

S ECURITY & P LEDGE A GREEMENT - P AGE 5

12.5. This Agreement may be amended, modified, supplemented or be the subject of a waiver only by a writing executed by Secured Party and Pledgor. Failure of the Secured Party to exercise, or delay in exercising, any right, power or privilege hereunder shall not operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law.

13. Construction and Interpretation of Agreement. All terms not defined herein or in the Promissory Note shall have the meaning set forth in the applicable UCC, except where the context otherwise requires. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against either party. The language in this Agreement was chosen by the parties to express their mutual intent, and any ambiguity in this Agreement shall not be construed against either Pledgor or Secured Party as the drafter of this Agreement under the doctrine of contra proferentem or otherwise.

14. Acknowledgments. Pledgor hereby acknowledges that (a) it has been advised of the legal and practical effects of this Agreement, and (b) it has entered into this Agreement (and all agreements relating to or evidencing the Obligations) of its own free will in accordance with its own judgment and without reliance upon any statement or representation of Secured Party, Secured Party’s attorneys or other representatives or any other party or person, and no promise or inducement has been made to Pledgor, and no agreement has been made with it, that is not expressed herein or the other written agreements entered into contemporaneously.

15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same agreement.

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S ECURITY & P LEDGE A GREEMENT - P AGE 6

EXECUTED as of the day first written above.

PLEDGOR:

Infinity Resources Holdings Corp.

/s/ Mitchell A. Saltz

Mitchell A. Saltz, Chairman of the Board

SECURED PARTY:

/s/ Brian Dick

Brian Dick

Agreed and consented to by:

Quest Resources Group, LLC

/s/ Brian Dick

By: Brian Dick as its Member/Manager

Signature Page to Security and Membership Interest Pledge Agreement (Dick)

Exhibit 10.14

SECURITY AND MEMBERSHIP INTEREST PLEDGE AGREEMENT

WHEREAS , Secured Party and Brian Dick each own 50% of Quest Resources Group, LLC (“Seller”), which in turn owns 50% of the membership interests in Quest Resources Management Group, LLC, a Delaware limited liability company (“Company”); and

WHEREAS , contemporaneously herewith, Parent, Seller, Secured Party and Brian Dick have entered into a Securities Purchase Agreement, pursuant to which Parent will acquire all of Seller’s membership interests in Company; and

WHEREAS , Parent has contributed such membership interests to Pledgor; and

NOW, THEREFORE, Pledgor and Secured Party agree as follows:

S ECURITY & P LEDGE A GREEMENT - P AGE 1

3. Pledgor’s Covenants.

5. Pledgor’s Representations and Warranties. Pledgor represents and warrants the following:

5.1 Pledgor has the power and authority to execute and deliver this Agreement;

5.3 Pledgor is the owner of each item comprising the Collateral;

5.4 Pledgor has benefited or will benefit, directly or indirectly, from the Promissory Note and the attendant benefits, liabilities and obligations arising therefrom; and

6. Events of Default. The occurrence and continuance of an “Event of Default” under the Promissory Note shall constitute an Event of Default (“Event of Default”) hereunder.

S ECURITY & P LEDGE A GREEMENT - P AGE 2

Second , to the payment of accrued but unpaid interest, if any, on the Promissory Note;

Third , to the payment of unpaid principal of the Promissory Note; and

S ECURITY & P LEDGE A GREEMENT - P AGE 3

Finally , to payment to Pledgor or its respective assigns, heirs or personal representatives, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds.

12. General.

To Pledgor:

c/o Infinity Resources Holdings Corp.

1375 North Scottsdale Road, Suite 140

Scottsdale, Arizona 85257

Attention: Chairman of the Board

Phone: (480) 729-6612

Fax: (480) 889-2660

E-mail: mas917@gmail.com

and

c/o Infinity Resources Holdings Corp.

1375 North Scottsdale Road, Suite 140

Scottsdale, Arizona 85257

Attention: Chairman of the Audit Committee

Phone: (602) 300-8788

Fax: (602) 532-7469

E-mail: rmiller@swcapital.com

S ECURITY & P LEDGE A GREEMENT - P AGE 4

with a copy, given in the manner

prescribed above to:

Greenberg Traurig LLP

2375 East Camelback Road, Suite 700

Phoenix, Arizona 85016

Attention: Robert S. Kant, Esq.

Phone: (602) 445-8302

Fax: (602) 445-8100

E-mail: KantR@gtlaw.com

To Secured Party:

Jeff Forte

6175 Main Street, Suite 420

Frisco, Texas 75034

Phone: (972) 464-0004

Fax: (972) 464-0015

E-mail: jefff@aquestrmg.com

with a copy, given in the manner

prescribed above to:

Jordan, Houser & Flournoy, LLP

2591 North Dallas Parkway, Suite 408

Frisco, Texas 75034

Attention: Cynthia Hurley, Esq.

Phone: (972) 668-6810

Fax: (214) 618-9723

E-mail: churley@jhflegal.com

S ECURITY & P LEDGE A GREEMENT - P AGE 5

15. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same agreement.

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S ECURITY & P LEDGE A GREEMENT - P AGE 6

EXECUTED as of the day first written above.

PLEDGOR:

Infinity Resources Holdings Corp.

/s/ Mitchell A. Saltz

Mitchell A. Saltz, Chairman of the Board

SECURED PARTY:

/s/ Jeff Forte

Jeff Forte


Agreed and consented to by:
Quest Resources Group, LLC

/s/ Brian Dick
By:		Brian Dick as its Member/Manager

Signature Page to Security and Membership Interest Pledge Agreement (Forte)

Exhibit 10.15

TRANSITION SERVICES, AMENDMENT TO SEVERANCE AGREEMENT,

AND RELEASE

This Transition Services, Amendment to Severance Agreement, and Release (the “Agreement”) is made and entered into by and between Infinity Resources Holdings Corp., a Nevada corporation (“Infinity”), and Barry M. Monheit (“Monheit”).

RECITALS

WHEREAS , Monheit has been employed as the President and Chief Executive Officer of Infinity since October 2012, as the Chief Executive Officer of Earth911, Inc., a Delaware corporation and wholly owned subsidiary of Infinity (“Earth911), since June 2011, as the Chief Executive Officer of Youchange, Inc., an Arizona corporation and wholly owned subsidiary of Infinity (“Youchange”), since October 2012.

WHEREAS , Monheit serves on the board of directors of each of Infinity, Earth911, and Youchange.

WHEREAS , Infinity has entered into a Securities Purchase Agreement, dated as of July 16, 2013, with Quest Resources Group, LLC, a Delaware limited liability company, Brian Dick, and Jeff Forte (collectively, “Sellers”), pursuant to which Infinity will acquire all of Sellers’ membership interests (the “Transaction”) in Quest Resources Management Group, LLC, a Delaware limited liability company (“Quest”).

WHEREAS , in connection with the Transaction, Infinity and Monheit have mutually determined to appoint Brian Dick as the President and Chief Executive Officer of Infinity, and Monheit will resign from those positions as well as his positions as director of Earth911 and Youchange, effective upon the closing of the Transaction.

WHEREAS , Infinity desires that Monheit remain involved with Infinity as a member of the board of directors of Infinity and provide transition services to Infinity following the closing of the Transaction.

WHEREAS , Infinity and Monheit are parties to that certain Severance Agreement, dated as of October 17, 2012 (the “Severance Agreement”).

WHEREAS , in connection herewith, Infinity and Monheit believe that it is in their mutual best interests to amend the Severance Agreement pursuant to the provisions contained herein.

WHEREAS , the parties hereto wish to settle and compromise fully and finally any and all claims Monheit has or purports to have against Infinity and others, including, but not limited to, those arising out of Monheit’s employment and resignation, on the terms and conditions set forth in this Agreement.

AGREEMENT

In consideration of the mutual promises in this Agreement, it is agreed as follows:

Resignation . Upon the closing of the Transaction, Monheit hereby resigns all executive officer positions held by him with Infinity, Earth911, and Youchange and resigns as a director of Earth911 and Youchange.

Transition Services . Monheit and Infinity agree that, beginning July 16, 2013, for a period of 60 to 90 days, with such period to be determined in the sole discretion of the Chief Executive Officer of Infinity (the “Transition Period”), Monheit will provide mutually agreed upon transition services to Infinity (the “Transition Services”). During the Transition Period, Monheit will remain on Infinity’s payroll as a full-time regular employee and continue to receive his full salary and all benefits. On the last day of the Transition period (the “Termination Date”), Monheit will be paid any employment-related payments owed as of the Termination Date.

Severance Agreement . Infinity and Monheit agree that following the Termination Date, Monheit will receive severance pursuant to the terms and conditions of the Severance Agreement, as amended hereby.

(a)

Amendment to Section 1 of the Severance Agreement : Section 1 of the Severance Agreement is hereby amended and restated in its entirety to read as follows:

“1. Result of Termination Other than for Cause. In the event that Employer terminates Employee’s employment with Employer other than for cause, (a) Employer shall pay Employee’s base salary for a period of 18 months following such termination, (b) all unvested stock-based compensation held by Employee shall vest as of the date of termination, (c) Employer shall continue health insurance coverage for Employee as long as he remains a director of Employer, or shall reimburse Employee for continuation coverage pursuant to COBRA if Employee is terminated or resigns from his position as a director of Employer or in the event that the insurance company will not permit coverage of Employee, and shall reimburse Employee for coverage of Employee’s spouse on a separate plan, (d) Employer shall continue to provide Employee with a cell phone during the period in clause (a) above, and (e) Employer shall provide Employee with administrative support and access to office space at the offices of Employer, if needed by Employee, on an as available basis, during the period in clause (a) above. As used herein, “cause” shall mean any termination of Employee’s employment by Employer as a result of Employee engaging in an act or acts involving a crime, moral turpitude, fraud, or dishonesty, or Employee willfully violating in a material respect Employer’s Corporate Governance Guidelines, Code of Conduct, or any applicable Code of Ethics, including, without limitation, the provisions thereof relating to conflicts of interest or related party transactions.”

(b)

Amendment to Section 2(e) of the Severance Agreement : Section 2(e) of the Severance Agreement is hereby amended and restated in its entirety to read as follows:

“(e) Return of Books, Records, Papers, and Equipment. Upon the termination of Employee’s employment with Employer for any reason, Employee shall deliver promptly to Employer all files, lists, books, records, manuals, memoranda, drawings, and specifications; all cost, pricing, and other financial data; all other written or printed materials and computers and other equipment that are the property of Employer (and any copies of them); and all other materials that may contain Confidential Information relating to the business of Employer, which Employee may then have in Employee’s possession, whether prepared by Employee or not. Notwithstanding the foregoing, Employee shall have the right to purchase Employee’s laptop and computer screen from Employer at net book value, subject to the customary review of and reconfiguring by Employer’s IT department.”

(c)

Effect of Amendments : Except as modified by this Agreement, the Severance Agreement shall remain in full force and effect in accordance with its terms.

No Entitlement. Monheit understands and agrees that he is receiving the consideration set forth in Paragraph 2 and Paragraph 3 in exchange for the Release in Paragraph 5, and Monheit is not otherwise entitled to this consideration.

Release. The Release set forth in this Paragraph 5 is effective as of the Effective Date of this Agreement.

(a)

Monheit for himself and, as applicable, his agents, attorneys, successors, and assigns, hereby fully, irrevocably, and unconditionally releases and forever discharges Infinity, its predecessors, parent, subsidiaries, affiliated entities, and the past and present officers, directors, employees, shareholders, agents, successors, representatives, and assigns of each and all of them, and all persons acting by, through, under, or in concert with them (hereinafter collectively referred to as “Releasees”), from any and all claims, charges, complaints, liabilities, and obligations of any nature whatsoever, which Monheit may have against Infinity or any of the Releasees, whether now known or unknown, and whether asserted or unasserted, arising from any event or omission occurring prior to the Effective Date of this Agreement. This Release does not affect rights or claims that may arise after the Effective Date of this Agreement.

Without limiting the foregoing, this Release includes any and all claims arising out of or which could arise out of the employment relationship between Monheit and each of Infinity, Earth911, and Youchange and Monheit’s resignation, including, but not limited to, the following: (i) any and all claims under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, Section 1981 of the Civil Rights Act of 1866, as amended, the Age Discrimination in Employment Act, as amended, the Equal Pay Act, the Family and Medical Leave Act, the Fair Labor Standards Act, ERISA, COBRA, the Worker Adjustment and Retraining Notification Act, the National Labor Relations Act, as amended, state and local civil rights laws, Arizona wage payment laws, and any and all similar laws in other states; (ii) any and all Executive Orders (governing fair employment practices) which may be applicable to Infinity or Earth911; (iii) any other provision or theory of law or equity; and (iv) any amendments or successor or replacement statutes to those listed hereinabove. Monheit understands and acknowledges that Title VII of the Civil Rights Act of 1964, ERISA, and state and local civil right laws, provide Monheit the right to bring actions against Infinity if, among other things, Monheit believes he has been discriminated against on the basis of race, ancestry, color, religion, sex, national origin, medical condition, sexual orientation, disability, or benefit eligibility. With full understanding of the right afforded under these Acts, Monheit agrees that he will not file any action against Infinity and/or Releasees based upon any alleged violation of these Acts or under any other theory of law or statute, including but not limited to, back pay, front pay, attorney’s fees, damages, interests, waiting time, penalties, reinstatement, or injunctive relief that could be assessed by any federal, state or local court, any administrative agency, or any other forum with competent jurisdiction.

This Release may be pled as a complete bar and defense to any claim brought with respect to the matters released in this Agreement.

(b)

Infinity on behalf of itself and its predecessors, parent, subsidiaries, affiliated entities, and past and present officers, directors, employees, shareholders, agents, successors, representatives, and assigns of each and all of them, does hereby release and forever discharge Monheit from any and all claims, rights, demands, actions, causes of action, damages, and liabilities of any and every kind, nature, and character whatsoever, whether based on a tort, contract, statute, or any other theory of recovery, whether known or unknown, arising or that could have been asserted on or before the Effective Date of this Agreement, excluding claims of fraud, intentional tort, misappropriation of trade secrets, and breach of duties, including, without limitation, breaches of any duty or obligation imposed upon Monheit under his confidentiality obligations to Infinity.

(c)

Monheit acknowledges and agrees that the consideration he is receiving under this Agreement is sufficient consideration to support the release of all entities and persons identified in Paragraph 5 of this Agreement, and that said consideration is in addition to anything of value to which Monheit is entitled.

(d)

Monheit agrees and represents that he has not filed, or caused to be filed, any claim or charge with any adjudicative body, regulatory body, or agency arising out of his employment or resignation.

(e)

Monheit specifically understands and acknowledges that the Age Discrimination in Employment Act of 1967, as amended, provides him the right to bring a claim against Infinity if he believes that he has been discriminated against on the basis of age. Monheit understands the rights afforded under this Act and agrees that he will not file any such claim or action against Infinity and/or Releasees, including, but not limited to, back pay, front pay, attorney’s fees, damages, reinstatements, or injunctive relief.

(f)

Monheit does not intend to release claims that Monheit may not release as a matter of law.

(g)

To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will Monheit pursue, or cause or knowingly permit the prosecution, in any state, federal, or foreign court, or before any local, state, federal, or administrative agency, or any other tribunal, any charge, claim, or action of any kind, nature, and character whatsoever, known or unknown, which Monheit may now have, has ever had, or in the future may have against Releasees, which is based in whole or in part on any matter covered by this Agreement. Notwithstanding the foregoing, nothing in this Paragraph 5 will prohibit Monheit from filing a charge or complaint with a government agency such as, but not limited to, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Department of Labor, or other applicable state agency. However, Monheit understands and agrees that, by entering into this Agreement, he is releasing any and all individual claims for relief.

Sufficient Time to Review. Monheit acknowledges that he has been given a period of twenty-one (21) days within which to consider the terms of this Agreement, and that he has been given an opportunity to consult with an attorney of his own choosing in deciding whether to execute this Agreement.

Revocation Period. Monheit understands that he has a period of seven calendar days from the date he signs this Agreement to revoke this Agreement, and that, should he decide to revoke it, within said seven-day period, he will not be entitled to the consideration recited herein. Monheit further understands that this Agreement will not become effective or enforceable until the expiration of the seven-day period, and, therefore, that he will not receive the consideration set forth herein until the revocation period has expired without Monheit exercising his right of revocation. Monheit agrees that he must provide written notice of revocation of this Agreement to Infinity Resources Holdings Corp., 1375 North Scottsdale Road, Suite 140, Scottsdale, Arizona 85281, Attention: Chairman of the Board, should he wish to exercise his rights to revoke this Agreement, within the revocation period. If this Agreement is not timely revoked, this Agreement will become effective as of the expiration of the revocation period (“Effective Date”).

Early Termination. The Transition Period may be terminated by Infinity at any time and for any reason upon 30 days prior written notice to Monheit.

Acknowledgement. Monheit acknowledges, represents, and warrants that he enters into this Agreement knowingly, voluntarily, free of duress or coercion, and with a full understanding of all terms and conditions contained herein.

10.

Headings. The headings are for convenience of the parties, and are not to be construed as terms and conditions of this Agreement.

11.

Confidentiality. Monheit agrees that he will keep the terms and fact of this Agreement confidential. Monheit will not disclose the existence of this Agreement or any of its terms to anyone except his attorneys, accountants, or immediate family members, unless required by law.

12.

Severability. Should any provision in this Agreement be declared or determined to be illegal or invalid (with the exception of Paragraph 5, in whole or in part, subparagraphs included), the validity of the remaining parts, terms, or provisions will not be affected and the illegal or invalid part, term, or provisions will be deemed not to be part of this Agreement.

13.

Integration. This Agreement, and the Severance Agreement, constitutes the entire agreement between the parties, and supersedes all oral negotiations and any prior and other writings with respect to the subject matter of this Agreement, and is intended by the parties as the final, complete, and exclusive statement of the terms agreed to by them.

14.

Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the state of Arizona.

15.

Amendment. This Agreement will be binding upon the parties and may not be amended, supplemented, changed, or modified in any manner, orally or otherwise, except by an instrument in writing of concurrent or subsequent date signed by the parties.

16.

Successors and Assigns. This Agreement is and will be binding upon and inure to the benefit of the heirs, executors, successors, and assigns of each of the parties.

17.

Non-Admission. This Agreement will not in any way be construed as an admission by Infinity that it has acted wrongfully with respect to Monheit, and Infinity specifically denies the commission of any wrongful acts against Monheit.

18.

Non-Disparagement. Monheit agrees that he will not make any written or oral statements or take any action which he knows or reasonably should know constitutes an untrue, disparaging, or negative comment concerning Infinity or its employees before or after the signing of this agreement.

19.	Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together constitute one and the same instrument.

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IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first above written.


INFINITY RESOURCES HOLDINGS CORP.

By:		/s/ Mitchell A. Saltz
		Mitchell A. Saltz
		Chairman of the Board

Date:		July 16, 2013

/s/ Barry M. Monheit
BARRY M. MONHEIT

Date: July 16, 2013

Signature Page to Transition Services, Amendment to Severance Agreement,

and Release

Exhibit 10.16

EMPLOYMENT AGREEMENT

DATED AS OF JULY 16, 2013

BY AND BETWEEN

INFINITY RESOURCES HOLDINGS CORP. (IRHC)

AND

BRIAN DICK

Table of Contents


1. Employment			1
2. Full Time Occupation and Other Activities			1
3. Compensation and other Benefits During Term of Employment			1
(a) Base Salary			1
(b) Bonus			2
(c) Stock-Based Compensation and Awards			2
(d) Fringe Benefits			2
(e) Vacation			2
(f) Reimbursement for Business Expenses			2
4. Term of Employment			2
(a) Employment Term			2
(b) Termination Under Certain Circumstances			3
(c) Result of Termination			3
5. Competition and Confidential Information			5
(a) Interests to be Protected			5
(b) Non-Competition			6
(c) Non-Solicitation of Employees			6
(d) Non-Solicitation of Customers			7
(e) Non-Disclosure of Confidential Information			7
(f) Return of Books, Records, Papers, and Equipment			8
(g) Assignment of Product			8
(h) Equitable Relief			9
(i) Restrictions Separable			9
6. Miscellaneous			9
(a) Notices			9
(b) Indulgences; Waivers			10
(c) Controlling Law			11
(d) Notification of New Employer			11
(e) Binding Nature of Agreement			11
(f) Execution in Counterpart			11
(g) Provisions Separable			11
(h) Entire Agreement			11
(i) Paragraph Headings			11
(j) Gender			11
(k) Number of Days			12
7. Successors and Assigns			12

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “ Agreement ”), dated as of July 16, 2013, by and between INFINITY RESOURCES HOLDINGS CORP. (IRHC) , a Nevada corporation (“ Employer ”), and BRIAN DICK (“ Employee ”).

WHEREAS , pursuant to a separate agreement, Employer has acquired Employee’s interest in Quest Resource Management Group LLC (“ Quest ”), for which Employee has been the Chief Executive Officer; and

WHEREAS , Employer desires Employee to serve Employer as President and Chief Executive Officer, and Employee desires to do so, upon the terms and conditions contained herein.

NOW, THEREFORE , in consideration of the premises and of the mutual covenants set forth in this Agreement, the parties hereto agree as follows:

1. Employment.

Employer hereby employs, and Employee hereby accepts employment, as President and Chief Executive Officer of Employer and of such affiliates of Employer as Employer shall designate and in such other capacities and for such other duties and services as shall from time to time be mutually agreed upon by Employer and Employee. Employee shall report to the Board of Directors of Employer.

2. Full Time Occupation and Other Activities.

Employee shall devote Employee’s entire business time, attention, and efforts to the performance of Employee’s duties under this Agreement; shall serve Employer faithfully and diligently; and shall not engage in any other employment or other business activities while employed by Employer. Employee agrees to comply with all of Employer’s policies in effect from time to time and to comply with all laws, rules and regulations, including, but not limited to, those specifically applicable to Employer. Employee agrees to travel as necessary to perform his duties under this Agreement.

3. Compensation and other Benefits During Term of Employment.

(a) Base Salary. Employer shall pay to Employee a base salary of $325,000 per annum to be paid in equal monthly installments, or in such other periodic installments upon which Employer and Employee shall mutually agree, according to the regular payroll practices of Employer, and subject to applicable, authorized, and legally required deductions, withholdings, and taxes. By action and in the sole discretion of the Board of Directors of Employer, the base salary will be subject to annual review and may be increased, but not decreased without Employee’s written approval, based on performance of Employer and Employee.

(b) Bonus. Employee shall be eligible to participate in executive compensation programs maintained by Employer for its executive personnel. Employee also shall be eligible to receive an annual bonus in such an amount, if any, determined by the Board of Directors of Employer or such committee of the Board of Directors as may be designated by the Board of Directors based upon achievement of performance goals and any other such factors as may be deemed relevant by the Board of Directors or committee thereof, which bonus opportunity for 2013 shall not be less than $250,000 if the 2013 EBITDAS of Employer is at least $5,000,000. For purposes of this Agreement, “EBITDAS” shall mean the Net Income of Employer for any such period, plus (a) Taxes deducted in determining Net Income, (b) any interest deducted in determining Net Income, (c) any depreciation or amortization to the extent deducted in determining Net Income, and (d) all stock-related charges deducted in the calculation of Net Income, in each case adjusted to deduct all amounts related to any other company or businesses acquired by Employer or its subsidiaries after the date of this Agreement. For purposes of this Agreement, “Net Income” means, for any of the foregoing periods, the net income (or loss) for Employer, determined in accordance with GAAP, all as determined by the independent auditor of Employer and as reported to the Securities and Exchange Commission.

(c) Stock-Based Compensation and Awards. Employee may receive annual stock-based compensation awards, with the amount of such awards granted and the terms and conditions thereof to be determined from time to time by and in the sole discretion of the Board of Directors of Employer or a committee thereof.

(d) Fringe Benefits. Employee shall receive a car allowance of $750 per month. Employee also shall be entitled to participate in any group insurance, pension, retirement, vacation, expense reimbursement, and other plans, programs, and benefits approved by the Board of Directors or a duly constituted committee of the Board of Directors and made available from time to time to executive employees of Employer generally during the term of Employee’s employment hereunder. The foregoing shall not obligate Employer to adopt or maintain any particular plan, program, or benefit.

(e) Vacation. Employee shall be entitled to a paid vacation in accordance with the applicable policies of Employer in effect from time to time.

(f) Reimbursement for Business Expenses. Employer shall reimburse Employee for all travel, entertainment, and other ordinary and necessary business expenses incurred by Employee in connection with the business of Employer and Employee’s duties under this Agreement. The term “business expenses” shall not include any item not deductible in whole or in part by Employer for federal income tax purposes. To obtain reimbursement, Employee shall submit to Employer receipts, bills, or sales slips for the expenses incurred. Reimbursements shall be made by Employer monthly within 10 days of presentation by Employee of evidence of the expenses incurred.

4. Term of Employment.

(a) Employment Term. The term of employment under this Agreement shall be for a period commencing as of the date of this Agreement and continuing until the date that is five (5) years from the date of this Agreement (the “ Employment Term ”), unless earlier terminated pursuant to Section 4(b) below.

(b) Termination Under Certain Circumstances. Notwithstanding anything to the contrary herein contained:

(i) Death. Employee’s employment shall be automatically terminated, without notice, effective upon the date of Employee’s death.

(ii) Disability If Employee shall fail, for a period of more than sixty (60) consecutive days, or for ninety (90) days within any 180-day period, to perform any of Employee’s duties under this Agreement as the result of illness or other incapacity, Employer, at its option, in its sole discretion, and upon written notice to Employee, may terminate Employee’s employment effective on the date of that notice, or at any other date as specified in the notice.

(iii) Unilateral Decision of Employer Employer, at its option and in its sole discretion, upon written notice to Employee, may terminate Employee’s employment effective on the date of that notice or at any other date as specified in the notice.

(iv) Unilateral Decision by Employee. Employee, at Employee’s option and upon written notice to Employer, may terminate Employee’s employment effective on the date of that notice or at any other date as specified in the notice.

(v) Certain Acts. If Employee engages in an act or acts involving (A) a crime, moral turpitude, fraud, or dishonesty, (B) willful dishonesty, fraud, or misconduct with respect to the business or affairs of Employer, or (C) a material breach by Employee of this Agreement, Employer, at its option and upon written notice to Employee, may terminate Employee’s employment effective on the date of that notice or at any other date as specified in the notice.

(vi) Change in Control. In the event of a “Change in Control” of Employer (as defined below), Employee, at Employee’s option and upon written notice to Employer, may terminate Employee’s employment effective on the date of the notice (which shall not constitute a unilateral decision by Employee under Section 4(b)(iv) above) unless (A) the provisions of this Agreement remain in full force and effect as to Employee and (B) Employee suffers no reduction in Employee’s status, duties, authority, or compensation following such Change in Control, provided that Employee will be considered to suffer a reduction in Employee’s status, duties, authority, if, after the Change in Control, (1) Employee is not the President and Chief Executive Officer of the company that succeeds to the business of Employer, or (2) such company terminates Employee or reduces Employee’s status, duties, authority, or compensation within one year of the Change in Control.

(i) Except as otherwise set forth in this Agreement, in the event of the termination of Employee’s employment pursuant to Sections 4(b)(i) (“Death”), (b)(ii) (“Disability”), 4(b)(iv) (“Unilateral Decision by Employee”), or 4(b)(v) (“Certain Acts”) above, Employee shall receive no further compensation under this Agreement.

(ii) In the event of the termination of Employee’s employment pursuant to Section 4(b)(iii) (“Unilateral Decision of Employer”) above, Employee shall for a period equal to the lesser of (1) twenty-four (24) months after the effective date of the termination or (2) the remainder of the Employment Term, (A) continue to receive Employee’s base salary as provided in Section 3(a) above; and (B) receive coverage under Employer’s medical plan to the extent provided for Employee pursuant to Section 3(d) above at the effective date of the termination.

(iii) In the event of the termination of Employee’s employment pursuant to Section 4(b)(vi) (“Change in Control”) above, Employee shall for a period of twenty-four (24) months after the effective date of the termination, (A) continue to receive Employee’s base salary as provided in Section 3(a) above; and (B), at Employer’s option, either (x) receive coverage under Employer’s medical plan to the extent provided for Employee pursuant to Section 3(d) above at the effective date of the termination, or, (y) receive reimbursement for the COBRA premium for such coverage through the earlier of such 24-month period or the COBRA eligibility period. In addition, all unvested stock-based compensation held by Employee in his capacity as Employee on the effective date of the termination shall vest as of the effective date of such termination.

(iv) In the event of the termination of Employee’s employment pursuant to Sections 4(b)(i) (“Death”), 4(b)(ii) (“Disability”), 4(b)(iii) (“Unilateral Decision of Employer”), or 4(b)(vi) (“Change in Control”) above, Employee or his estate shall receive, for the fiscal year of the notice of termination, any earned bonus, on a pro-rated basis, based on the performance goals actually achieved for the fiscal year of the notice of termination, as determined in the sole discretion of the Board of Directors of Employer, at the time such bonuses are paid to other employees.

(v) Notwithstanding any other provision in this Agreement to the contrary, as a condition precedent to receiving any post-termination benefits or payments identified in Sections 4(c)(ii), (iii) and (iv) set forth in this Agreement, Employee agrees to execute (and not revoke) a severance and release agreement acceptable to Employer (the “Release”). If Employee fails to execute and deliver the Release, or revokes the Release, Executive agrees that he shall not be entitled to receive any such post-termination benefit or payment. For purposes of this Agreement, the Release shall be considered to have been executed by Employee if it is signed by his legal representative in the case of legal incompetence or on behalf of Employee’s estate in the case of his death.

Any payments made by Employer pursuant to this Section 4(c) (other than the payment, if any, described in Section 4(c)(iv)) shall be paid on a monthly basis beginning on the first payroll date following Employee’s Separation from Service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“ Section 409A ”), and not in a lump sum and shall be treated as a series of separate payments for purposes of Section 409A. Employee shall receive no additional compensation following any termination except as provided herein. In the event of any termination, Employee shall resign all positions (including positions on the Board of Directors) with Employer and its subsidiaries. If Employee is a “specified employee” within the meaning of Section 409A, then payments shall not commence until six months following Employee’s separation from service to the extent necessary to avoid the imposition of the additional 20% tax under Section 409A (and in the case of installment payments, the first payment shall include all installment payments required by this subsection that otherwise would have been made during such six-month period). If the payment described in Section 4(c)(vi) must be delayed for six months pursuant to the preceding sentence, Employee shall bear the full cost of such payment during such delay period. Upon the date such payment would otherwise commence, Employer shall reimburse Employee for such payments, to the extent that such payments otherwise would have been paid by Employer had such payments commenced upon Employee’s termination of employment. Any remaining payments shall be provided by Employer in accordance with the schedule and procedures specified herein. This Agreement is intended to satisfy the requirements of Section 409A with respect to amounts subject thereto, and shall be interpreted and construed consistent with such intent. Except as provided otherwise herein, no reimbursement payable to Employee pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of Employer shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, and no such reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A.

5. Competition and Confidential Information.

(a) Interests to be Protected. The parties acknowledge that Employee will perform essential services for Employer, its employees, and its owners during the term of Employee’s employment with Employer. Employee will be exposed to, have access to, and work with, a considerable amount of Confidential Information (as defined below). The parties also expressly recognize and acknowledge that the personnel of Employer have been trained by, and are valuable to, Employer and that Employer will incur substantial recruiting and training expenses if Employer must hire new personnel or retrain existing personnel to fill vacancies. The parties expressly recognize that it could seriously impair the goodwill and diminish the value of Employer’s business should Employee compete with Employer in any manner whatsoever. The parties acknowledge that these covenants have an extended duration; however, they agree that the covenants are reasonable and are necessary for the protection of Employer, its owners, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Employee if his employment is terminated, the parties are in full and complete agreement that the following restrictive covenants are fair and reasonable and are entered into freely, voluntarily, and knowingly. Furthermore, each party was given the opportunity to consult with independent legal counsel before entering into this Agreement.

(b) Non-Competition. During the term of Employee’s employment with Employer and for the period equal to the longer of twelve (12) months after the termination of Employee’s employment with Employer, regardless of the reason therefor, and the period during which Employee receives cash severance pursuant to Section 4(c) (the “ Non-Competition Period ”) Employee (whether directly or indirectly, as owner, principal, agent, stockholder, director, officer, manager, employee, partner, member, participant, consultant, advisor, independent contractor, or in any other capacity) shall not engage or become financially interested in any Competitive Business within the Restricted Territory (defined below). As used herein, the term “Competitive Business” shall mean any individual, including on Employee’s own behalf, business, partnership, corporation, limited liability company, association, or other entity that sells or provides or attempts to sell or provide products or services that are the same, substantially similar to, or in competition with the products or services sold or provided by, contemplated by, or identified as a potential area of business by Employer as of the date of the termination of this Agreement. For further clarification, Competitive Business shall include, but not necessarily be limited to, the following entities known to Employer to be a Competitive Business: Safety-Kleen/Clean Harbors, Waste Management, Republic Services, Rubicon, River Road, Rock Tenn, Liberty Tire Recycling, Lakin Tire Recycling, Darling International, Griffin, Five Winds, Earth Shift and Pure Strategies. The term “Restricted Territory” shall mean any state or territory of the United States in which Employer’s Customers (defined below) are located, have operations in, or in which Employer has provided services or consummated sales to such Customers at any time during the Non-Competition Period. The term “engage in” shall include, but shall not be limited to, activities, whether direct or indirect, as proprietor, partner, stockholder, director, officer, principal, member, agent, employee, consultant, or lender; provided, however, that the ownership of not more than three (3) percent in the aggregate by Employee of the stock of a publicly held corporation shall not be included in such term.

Notwithstanding the foregoing, if there is an Event of Default (as therein defined) on the Convertible Secured Promissory Note executed by Employer as maker and by Employee as payee in conjunction with the purchase of Employee’s membership interest in Quest, then (i) Employee’s performance of services similar to those provided by Company in the one (1) year period prior to the transfer of Employee’s membership interest in Quest or (ii) Employee’s ownership in an entity that provides services as Quest had been providing in the one (1) year period prior to the transfer of Employee’s membership interest in Quest shall not be deemed to be engaging in or becoming financially interested in a Competitive Business for purposes of this Agreement. In the event that Employee engages in any of the activities set forth in this paragraph upon an Event of Default on the Convertible Secured Promissory Note, Employee shall immediately resign from all director, officer, or employee positions held with Employer and/or its subsidiaries pursuant to Section 4(b)(iv) hereof.

(c) Non-Solicitation of Employees. During the term of Employee’s employment and for a period of twenty-four (24) months after the termination of Employee’s employment with Employer, regardless of the reason therefor, Employee shall not directly or indirectly, for Employee, or on behalf of, or in conjunction with, any other person, business, firm, company, partnership, limited liability company, corporation, or governmental entity, solicit for employment, seek to hire, or hire any person or persons who is employed by or was employed by Employer within twelve (12) months of the termination of Employee’s employment for the purpose of having any such employee engage in services that are the same as or similar or related to the services that such employee provided for Employer.

(d) Non-Solicitation of Customers. During the term of Employee’s employment and for a period of twenty-four (24) months after the termination of Employee’s employment with Employer, regardless of the reason therefor, Employee shall not, either for Employee or for any other person, business, company, partnership, limited liability company, corporation, or other entity, for any reason, either directly or indirectly, call on or attempt to call on, contact or attempt to contact, solicit or attempt to solicit, assist in the solicitation of or attempt to assist in the solicitation of, take away or attempt to take away, divert away or attempt to divert away, any Customer of Employer, including, but not limited to, any Customer who became or becomes a Customer of Employer through Employee’s efforts or contacts, for the purpose of providing similar products or services as provided by Employer. For the purpose of this Section, “Customer” means Employer’s current principal customers, consisting of Walmart, Aramark, CNH, Sam’s Club, Mary Kay US Airways, First Transforming Travel, AutoNation, Carmax, Jones Lange LaSalle, Garda, Greyhound, AT&T, AAFES, Old Dominion Freight Line, FedEx, Hendric Autogroup, Simon Malls, Pactiv, and International Paper as well as any other person, company, corporation, partnership, limited liability company, business, educational institution, charitable organization, not-for-profit organization, governmental unit, or other entity that is or was an actual or prospective Customer of Employer during Employee’s employment with Employer. Notwithstanding the foregoing, if there is an Event of Default on such Convertible Secured Promissory Note, Employee may continue to solicit, contact, canvas, contract with, and provide services to Customers who were customers of Quest in the one (1) year period prior to the transfer of Empoyee’s membership interest in Quest. In the event that Employee engages in any of the activities set forth in this paragraph upon an Event of Default on the Convertible Secured Promissory Note, Employee shall immediately resign from all director, officer, or employee positions held with Employer and/or its subsidiaries pursuant to Section 4(b)(iv) hereof.

(e) Non-Disclosure of Confidential Information. Employee agrees that Employer’s products, services, and methods of doing business are unique, and that Employer has a legitimate business interest in protecting its Confidential Information (as defined below). Employer, therefore, is unwilling to enter into and perform this Agreement unless Employee enters into the agreements contained in this Section and its subsections. To induce Employer to enter into this Agreement, Employee agrees as follows: Employee acknowledges that (i) Employer’s products and services are unique; (ii) Employer’s business is “relationship based”; (iii) through great effort and at incalculable expense, Employer has developed and maintained and can and will continue to develop and maintain invaluable business relationships (contractual and prospective) with Employer’s customers or clients, as well as service and product providers and vendors, and individuals who are employed by or represent the foregoing (collectively, “ Business Relationships ”); and (iv) in the course of Employee’s employment with Employer, Employee became or will become aware of and familiar with proprietary, secret, and Confidential Information relating to Employer’s business. This “ Confidential Information ” includes, but is not limited to, methods, designs, and other information related to Employer’s products and services, proprietary software systems, information concerning internal business operations, including expansion and business development plans, financial results of operations and projections of financial performance, contractual and prospective Business Relationships, financial data and records, marketing plans, procedures, client lists, information, and requirements, vendor lists, information and requirements, compilations of information, programming strategies and techniques, methods of doing business, design systems, business strategy plans, and other documents and information that are used in the operation, technology, development, and other and business dealings of Employer. Employee covenants and agrees that all of the foregoing information is required to be maintained in confidence for the continued success of Employer, all of which proprietary, secret, or confidential information constitutes “Trade Secrets” as that phrase is defined and applied under any applicable law. Employee further covenants and agrees that Employer’s Trade Secrets will not be misappropriated by Employee at any time, and will remain the sole and exclusive property of Employer at all times, including after termination of any consulting relationship between Employee and Employer, and that Employee will not, without the prior written consent of Employer, at any time during or after Employee’s employment with Employer, directly or indirectly, (v) misappropriate or otherwise make any use of such Trade Secrets or Confidential Information; or (w) release or otherwise divulge such Trade Secrets or any other proprietary, secret, or Confidential Information of Employer to any third party. Notwithstanding anything set forth in this Section, Employee shall not be deemed to be in breach of this Section if Employee: (x) discloses information pursuant to express written authorization of Employer; (y) discloses information already in the public domain, provided such information was not wrongfully disclosed into the public domain in the first instance; or (z) discloses information to any governmental authority or court, pursuant to a duty imposed by law (provided, however, that Employee shall notify Employer of the disclosure at least five (5) business days prior to such disclosure). Notwithstanding the foregoing, if there is an Event of Default on such Convertible Secured Promissory Note, Employee may utilize Confidential Information that was already known to Employee prior to the transfer of Employee’s membership interest in Quest. In the event that Employee utilizes the Confidential Information upon an Event of Default on the Convertible Secured Promissory Note, Employee shall immediately resign from all director, officer, or employee positions held with Employer and/or its subsidiaries pursuant to Section 4(b)(iv) hereof.

(f) Return of Books, Records, Papers, and Equipment. At any time as requested by Employer, or upon the termination of Employee’s employment with Employer for any reason, Employee shall deliver promptly to Employer all files, lists, books, records, manuals, memoranda, drawings, and specifications; all cost, pricing, and other financial data; all other written or printed materials and computers, cell phones, PDAs, and other equipment that are the property of Employer (and any copies of them); and all other materials that may contain Confidential Information relating to the business of Employer, which Employee may then have in Employee’s possession or control, whether prepared by Employee or not.

(g) Assignment of Product.

(i) It is fully understood by Employee that the results of all services performed by Employee during the term of this Agreement belong solely to Employer. Employee hereby assigns to Employer all right and title to any discovery, production, invention, improvement, modification, device, information, or process related in any way to Employer’s business (collectively, the “Product”), which Employee may develop or discover during Employee’s employment with Employer. Employee agrees and understands that this assignment is binding without relation to the location of the Product and includes any Product developed off of Employer’s premises, including, but not limited to, work done by Employee on Employee’s own time, at Employee’s residence or elsewhere during the term of this Agreement. This assignment shall survive Employee’s termination of employment for six (6) months, and without limit if the Product relates to or uses Employer’s Confidential Information or Trade Secrets.

(ii) In connection with any of the Product referred to in Section 5(g)(i), Employee will promptly disclose such Product to Employer and Employee will, if deemed necessary by Employer and on Employer’s request, promptly execute a specific assignment of title to Employer and such other documents as may reasonably be requested by Employer for the purpose of vesting, confirming, or securing Employer title to the Product, and Employee will do anything else reasonably necessary to enable Employer to secure a patent, copyright, or other form of protection thereof in the United States and in other countries even after the termination of Employee’s employment with Employer.

(iii) Employee has identified on Schedule 1 of this Agreement all Product not assigned by this section, if any, in which Employee has any right, title, or interest, and which were made, conceived, or written wholly or in part by Employee prior to his employment with Employer and which relate to the actual or anticipated business, research, or development of Employer. If Employee does not have any to identify, Employee has written or typed “none” on this line: NONE . Employee represents that he is not a party to any agreements which would limit his ability to assign Product as provided for in this Agreement.

(h) Equitable Relief. In the event a violation of any of the restrictions contained in this Section occurs, Employer shall be entitled to preliminary and permanent injunctive relief (without being required to post bond), reasonable attorneys’ fees, and damages and an equitable accounting of all earnings, profits, and other benefits arising from such violation, which right shall be cumulative and in addition to any other rights or remedies to which Employer may be entitled. In the event of a violation of any provision of subsection (b), (c), or (d) of this Section, the period for which those provisions would remain in effect shall be extended for a period of time equal to that period beginning when such violation commenced and ending when the activities constituting such violation shall have been finally terminated in good faith.

(i) Restrictions Separable. If the scope of any provision of this Agreement (whether in this Section 5 or otherwise) is found by a Court to be too broad to permit enforcement to its full extent, then such provision shall be enforced to the maximum extent permitted by law. The parties agree that the scope of any provision of this Agreement may be modified by a judge in any proceeding to enforce this Agreement, so that such provision can be enforced to the maximum extent permitted by law. Each and every restriction set forth in this Section 5 is independent and severable from the others, and no such restriction shall be rendered unenforceable by virtue of the fact that, for any reason, any other or others of them may be unenforceable in whole or in part.

6. Miscellaneous.

(a) Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made, and received (i) if personally delivered, on the date of delivery, (ii) if by facsimile or e-mail transmission, upon receipt, (iii) if mailed, three (3) days after deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, and addressed as provided below, or (iv) if by a courier delivery service providing overnight or “next-day” delivery, on the next business day after deposit with such service addressed as follows:

(i)

If to Employer:

c/o Infinity Resources Holdings Corp.

1375 North Scottsdale Road, Suite 140

Scottsdale, Arizona 85257

Attention: Chairman of the Board

Phone: (480) 729-6612

Fax: (480) 889-2660

E-mail: mas917@gmail.com

with a copy given in the manner

prescribed above, to:

Greenberg Traurig, LLP

2375 East Camelback Road, Suite 700

Phoenix, Arizona 85016

Attention: Robert S. Kant, Esq.

Phone: (602) 445-8302

Facsimile: (602) 445-8100

E-Mail: kantr@gtlaw.com

(ii)

If to Employee:

6175 Main Street, Suite 420

Frisco, Texas 75034

Phone: (972) 464-0004

Fax: (972) 464-0015

E-mail: briand@questrmg.com

with a copy given in the manner

prescribed above, to:

Jordan, Houser & Flournoy, LLP

2591 North Dallas Parkway, Suite 408

Frisco, Texas 75034

Attention: Cynthia Hurley, Esq.

Phone: (972) 668-6810

Fax: (214) 618-9723

E-mail: churley@jhflegal.com

Either party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section 6 for the giving of notice.

(b) Indulgences; Waivers. Neither any failure nor any delay on the part of either party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any other right, remedy, power, or privilege, nor shall any waiver of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be binding unless executed in writing by the party making the waiver.

(c) Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance and enforcement, shall be governed by and construed in accordance with the laws of the state of Texas, notwithstanding any Texas or other conflict-of- interest provisions to the contrary. Venue for any action arising out of this Agreement or the employment relationship shall be brought only in courts of competent jurisdiction in Collin County, Texas.

(d) Notification of New Employer. Upon termination of this Agreement for any reason, Employee hereby consents to the notification by Employer to Employee’s new employer of Employee’s rights and obligations under this Agreement. In addition, in the event that Employee plans to render services to a company that works in a similar field as Employer, Employee agrees to provide Employer with as much notice as possible of Employee’s intention to join that company or business but in no event will Employee provide less than sixty (60) days’ notice of that intention; provided, however, the provision of such notice and Employer’s receipt thereof shall not constitute a waiver of any breach of any provision of this Agreement.

(e) Binding Nature of Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns, except that no party may assign or transfer such party’s rights or obligations under this Agreement without the prior written consent of the other party.

(f) Execution in Counterpart. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of the parties reflected hereon as the signatories.

(g) Provisions Separable. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

(h) Entire Agreement. Except as herein contained, this Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, inducements, and conditions, express or implied, oral or written, including any employment terms, conditions, or provisions under the Limited Liability Company Agreement of Employer, dated September 2008, and any modifications thereto, which shall no longer have any force or effect. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

(i) Paragraph Headings. The paragraph headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation.

(j) Gender. Words used herein, regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires.

(k) Number of Days. In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays, Sundays, and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday, or holiday, then the final day shall be deemed to be the next day that is not a Saturday, Sunday, or holiday.

7. Successors and Assigns.

This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto; provided that because the obligations of Employee hereunder involve the performance of personal services, such obligations shall not be delegated by Employee. For purposes of this Agreement, successors and assigns shall include, but not be limited to, any individual, corporation, trust, partnership, or other entity that acquires a majority of the stock or assets of Employer by sale, merger, consolidation, liquidation, or other form of transfer. Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Employer would be required to perform it if no such succession had taken place. Without limiting the foregoing, unless the context otherwise requires, the term “Employer” includes all subsidiaries of Employer.

Signature Page Follows

IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first above written.


INFINITY RESOURCES HOLDINGS CORP.

By:		/s/ Mitchell A. Saltz
		Mitchell A. Saltz, Chairman of the Board


/s/ Brian Dick
BRIAN DICK

Signature Page to Employment Agreement

Exhibit 10.17

CONSULTING AGREEMENT

DATED AS OF JULY 16, 2013

BY AND BETWEEN

INFINITY RESOURCES HOLDINGS CORP. (IRHC)

AND

JEFF FORTE

TABLE OF CONTENTS


	Page No.
1. Engagement		1

2. Part Time Occupation and Other Activities		1

3. Compensation and other Benefits During Term of Engagement		1

(a) Compensation		1
(b) Fringe Benefits		2
(c) Vacation		2
(d) Reimbursement for Business Expenses		2

4. Term of Engagement		2

(a) Engagement Term		2
(b) Termination Under Certain Circumstances		2
(c) Result of Termination		3

5. Competition and Confidential Information		3

(a) Interests to be Protected		3
(b) Non-Competition		3
(c) Non-Solicitation of Employees		4
(d) Non-Solicitation of Customers		4
(e) Non-Disclosure of Confidential Information		5
(f) Return of Books, Records, Papers, and Equipment		5
(g) Assignment of Product		6
(h) Equitable Relief		6
(i) Restrictions Separable		6

6. Miscellaneous		7

(a) Notices		7
(b) Indulgences; Waivers		8
(c) Controlling Law		8
(d) Notification of New Employer		8
(e) Binding Nature of Agreement		8
(f) Execution in Counterpart		9
(g) Provisions Separable		9
(h) Entire Agreement		9
(i) Paragraph Headings		9
(j) Gender		9
(k) Number of Days		9

7. Successors and Assigns		10

CONSULTING AGREEMENT

CONSULTING AGREEMENT (this “ Agreement ”), dated as of July 16, 2013, by and between INFINITY RESOURCES HOLDINGS CORP. (IRHC) , a Nevada corporation (“ Employer ”), and JEFF FORTE (“ Consultant ”).

WHEREAS , pursuant to a separate agreement, Employer has acquired Consultant’s interest in Quest Resource Management Group LLC (“ Quest ”), for which Consultant had been the working; and

WHEREAS , Employer desires Consultant to provide services to Employer as Special Projects Consultant, and Consultant desires to do so, upon the terms and conditions contained herein.

NOW, THEREFORE , in consideration of the premises and of the mutual covenants set forth in this Agreement, the parties hereto agree as follows:

1. Engagement.

Employer hereby engages, and Consultant hereby accepts engagement, as a part-time employee of Employer and of such affiliates of Employer as Employer shall designate and in such other capacities and for such other duties and services as shall from time to time be mutually agreed upon by Employer and Consultant. Consultant shall report to the Chief Executive Officer of Employer.

2. Part Time Occupation and Other Activities.

Consultant shall devote Consultant’s business time, attention, and efforts to the performance of Consultant’s duties under this Agreement for no fewer than twenty (20) hours of work per month; shall serve Employer faithfully and diligently; and shall not engage in any other employment or other business activities that would result in a conflict of interest or compete in any way with Employer while engaged by Employer. Any other work performed by Consultant for any other entity, business, individual, or concern must be approved by the Chief Executive Officer of Employer in advance of Consultant taking on that work. Consultant agrees to comply with all of Employer’s policies in effect from time to time and to comply with all laws, rules, and regulations, including, but not limited to, those specifically applicable to Employer. Consultant agrees to travel as necessary to perform his duties under this Agreement.

3. Compensation and other Benefits During Term of Engagement.

(a) Compensation . Employer shall pay to Consultant compensation of $25,000 per annum to be paid in equal monthly installments, or in such other periodic installments upon which Employer and Consultant shall mutually agree, according to the regular payroll practices of Employer, and subject to applicable, authorized, and legally required deductions, withholdings, and taxes. By action and in the sole discretion of the Board of Directors of Employer the compensation will be subject to annual review and may be increased, but not decreased without Consultant’s written approval, based on performance of Consultant.

(b) Fringe Benefits . Consultant may participate in any group insurance, pension, retirement, vacation, expense reimbursement, and other plans, programs, and benefits approved by the Board of Directors or a duly constituted committee of the Board of Directors and made available from time to time to part-time employees of Employer generally during the term of Consultant’s engagement hereunder, subject to any limitations of such benefit plans based on the part-time status of Consultant. The foregoing shall not obligate Employer to adopt or maintain any particular plan, program, or benefit.

(d) Reimbursement for Business Expenses . Employer shall reimburse Consultant for all travel, entertainment, and other ordinary and necessary business expenses incurred by Consultant in connection with the business of Employer and Consultant’s duties under this Agreement; provided, however, that Consultant shall not incur such expenses in an amount in excess of $500 during any month without written authorization from Employer. The term “business expenses” shall not include any item not deductible in whole or in part by Employer for federal income tax purposes. To obtain reimbursement, Consultant shall submit to Employer receipts, bills, or sales slips for the expenses incurred. Reimbursements shall be made by Employer monthly within ten (10) days of presentation by Consultant of evidence of the expenses incurred.

4. Term of Engagement.

(a) Engagement Term . The term of engagement under this Agreement shall be for a period commencing as of the date of this Agreement and continuing until the date that is twelve (12) months from the date of this Agreement (the “ Engagement Term ”), unless earlier terminated pursuant to Section 4(b) below.

(b) Termination Under Certain Circumstances . Notwithstanding anything to the contrary herein contained:

(i) Death . Consultant’s engagement shall be automatically terminated, without notice, effective upon the date of Consultant’s death.

(ii) Disability . If Consultant shall fail, for a period of more than thirty (30) consecutive days, or for thirty (30) days within any 60-day period, to perform any of Consultant’s duties under this Agreement as the result of illness or other incapacity, Employer, at its option, in its sole discretion, and upon written notice to Consultant, may terminate Consultant’s engagement effective on the date of that notice, or at any other date as specified in the notice.

(iii) Unilateral Decision of Employer . Employer, at its option and in its sole discretion, upon written notice to Consultant, may terminate Consultant’s engagement effective on the date of that notice or at any other date as specified in the notice.

(iv) Unilateral Decision by Consultant . Consultant, at Consultant’s option and upon written notice to Employer, may terminate Consultant’s engagement effective on the date of that notice or at any other date as specified in the notice.

In the event of the termination of Consultant’s engagement, Consultant shall receive all required payments up to and including the date of termination, and will receive no further compensation under this Agreement.

5. Competition and Confidential Information.

(a) Interests to be Protected . The parties acknowledge that Consultant will perform essential services for Employer, its employees, and its owners during the term of Consultant’s engagement with Employer. Consultant will be exposed to, have access to, and work with, a considerable amount of Confidential Information (as defined below). The parties also expressly recognize and acknowledge that the personnel of Employer have been trained by, and are valuable to, Employer and that Employer will incur substantial recruiting and training expenses if Employer must hire new personnel or retrain existing personnel to fill vacancies. The parties expressly recognize that it could seriously impair the goodwill and diminish the value of Employer’s business should Consultant compete with Employer in any manner whatsoever. The parties acknowledge that these covenants have an extended duration; however, they agree that the covenants are reasonable and are necessary for the protection of Employer, its owners, and employees. For these and other reasons, and the fact that there are many other employment opportunities available to Consultant if his engagement is terminated, the parties are in full and complete agreement that the following restrictive covenants are fair and reasonable and are entered into freely, voluntarily, and knowingly. Furthermore, each party was given the opportunity to consult with independent legal counsel before entering into this Agreement.

(b) Non-Competition . During the term of Consultant’s engagement with Employer and for the period of twelve (12) months after the termination of Consultant’s engagement with Employer (the “ Non-Competition Period ”), Consultant (whether directly or indirectly, as owner, principal, agent, stockholder, director, officer, manager, employee, partner, member, participant, consultant, advisor, independent contractor, or in any other capacity) shall not engage or become financially interested in any Competitive Business within the Restricted Territory (defined below). As used herein, the term “Competitive Business” shall mean any individual, including on Consultant’s own behalf, business, partnership, corporation, limited liability company, association, or other entity that sells or provides or attempts to sell or provide products or services that are the same, substantially similar to, or in competition with the products or services sold or provided by, contemplated by, or identified as a potential area of business by Employer, and with which Consultant had personal knowledge, contacts, or business dealings during his engagement, as of the date of the termination of this Agreement. For further clarification, Competitive Business shall include, but not necessarily be limited to, the following entities known to Employer to be a Competitive Business: Safety-Kleen/Clean Harbors, Waste Management, Republic Services, Rubicon, River Road, Rock Tenn, Liberty Tire Recycling, Lakin Tire Recycling, Darling International, Griffin, Five Winds, Earth Shift and Pure Strategies. The term “Restricted Territory” shall mean any state or territory of the United States in which Employer’s Customers (defined below) are located, have operations in, or in which Employer has provided services or consummated sales to such Customers at any time during the Non- Competition Period. The term “engage in” shall include, but shall not be limited to, activities, whether direct or indirect, as proprietor, partner, stockholder, director, officer, principal, member, agent, employee, consultant, or lender; provided, however, that the ownership of not more than three (3) percent in the aggregate by Consultant of the stock of a publicly held corporation shall not be included in such term.

(c) Non-Solicitation of Employees . During the term of Consultant’s engagement, and for a period of twenty-four (24) months after the termination of Consultant’s engagement with Employer, regardless of the reason therefore, Consultant shall not directly or indirectly, for Consultant, or on behalf of, or in conjunction with, any other person, business, firm, company, partnership, limited liability company, corporation, or governmental entity, solicit for employment, seek to hire, or hire any person or persons who is employed by or was employed by Employer within twelve (12) months of the termination of Consultant’s engagement, and who had personal contact or business dealings with Consultant during the course of Consultant’s engagement, for the purpose of having any such employee engage in services that are the same as or similar or related to the services that such employee provided for Employer.

(d) Non-Solicitation of Customers . During the term of Consultant’s engagement and for a period of twenty-four (24) months after the termination of Consultant’s engagement with Employer, regardless of the reason therefore, Consultant shall not, either for Consultant or for any other person, business, company, partnership, limited liability company, corporation, or other entity, for any reason, either directly or indirectly, call on or attempt to call on, contact or attempt to contact, solicit or attempt to solicit, assist in the solicitation of or attempt to assist in the solicitation of, take away or attempt to take away, divert away or attempt to divert away, any Customer of Employer with whom Consultant had contact, personal knowledge about or worked with, including, but not limited to, any Customer who became or becomes a Customer of Employer through Consultant’s efforts or contacts, for the purpose of providing similar products or services as provided by Employer. For the purpose of this Section, “Customer” means Employer’s current principal customers, consisting of Walmart, Aramark, CNH, Sam’s Club, Mary Kay, US Airways, First Transforming Travel, AutoNation, Carmax, Jones Lange LaSalle, Garda, Greyhound, AT&T, AAFES, Old Dominion Freight Line, FedEx, Hendric Autogroup, Simon Malls, Pactiv, and International Paper as well as any other person, firm, company, corporation, partnership, limited liability company, business, educational institution, charitable organization, not-for-profit organization, governmental unit, or other entity that is or was an actual or prospective Customer of Employer during Consultant’s engagement with Employer.

(e) Non-Disclosure of Confidential Information . Consultant agrees that Employer’s products, services, and methods of doing business are unique, and that Employer has a legitimate business interest in protecting its Confidential Information (as defined below). Employer, therefore, is unwilling to enter into and perform this Agreement unless Consultant enters into the agreements contained in this Section and its subsections. To induce Employer to enter into this Agreement, Consultant agrees as follows: Consultant acknowledges that (i) Employer’s products and services are unique; (ii) Employer’s business is “relationship based”; (iii) through great effort and at incalculable expense, Employer has developed and maintained and can and will continue to develop and maintain invaluable business relationships (contractual and prospective) with Employer’s customers or clients, as well as service and product providers and vendors, and individuals who are employed by or represent the foregoing (collectively, “ Business Relationships ”); and (iv) in the course of Consultant’s engagement with Employer, Consultant became or will become aware of and familiar with proprietary, secret, and Confidential Information relating to Employer’s business. This “ Confidential Information ” includes, but is not limited to, methods, designs, and other information related to Employer’s products and services, proprietary software systems, information concerning internal business operations, including expansion and business development plans, financial results of operations and projections of financial performance, contractual and prospective Business Relationships, financial data and records, marketing plans, procedures, client lists, information, and requirements, vendor lists, information and requirements, compilations of information, programming strategies and techniques, methods of doing business, design systems, business strategy plans, and other documents and information that are used in the operation, technology, development, and other and business dealings of Employer. Consultant covenants and agrees that all of the foregoing information is required to be maintained in confidence for the continued success of Employer, all of which proprietary, secret, or confidential information constitutes “Trade Secrets” as that phrase is defined and applied under any applicable law. Consultant further covenants and agrees that Employer’s Trade Secrets will not be misappropriated by Consultant at any time, and will remain the sole and exclusive property of Employer at all times, including after termination of any consulting relationship between Consultant and Employer, and that Consultant will not, without the prior written consent of Employer, at any time during or after Consultant’s engagement with Employer, directly or indirectly, (v) misappropriate or otherwise make any use of such Trade Secrets or Confidential Information; or (w) release or otherwise divulge such Trade Secrets or any other proprietary, secret, or Confidential Information of Employer to any third party. Notwithstanding anything set forth in this Section, Consultant shall not be deemed to be in breach of this Section if Consultant: (x) discloses information pursuant to express written authorization of Employer; (y) discloses information already in the public domain, provided such information was not wrongfully disclosed into the public domain in the first instance; or (z) discloses information to any governmental authority or court, pursuant to a duty imposed by law (provided, however, that Consultant shall notify Employer of the disclosure at least five (5) business days prior to such disclosure).

(f) Return of Books, Records, Papers, and Equipment . At any time as requested by Employer, or upon the termination of Consultant’s engagement with Employer for any reason, Consultant shall deliver promptly to Employer all files, lists, books, records, manuals, memoranda, drawings, and specifications; all cost, pricing, and other financial data; all other written or printed materials and computers, cell phones, PDAs, and other equipment that are the property of Employer (and any copies of them); and all other materials that may contain Confidential Information relating to the business of Employer, which Consultant may then have in Consultant’s possession or control, whether prepared by Consultant or not.

(g) Assignment of Product.

(i) It is fully understood by Consultant that the results of all services performed by Consultant during the term of this Agreement belong solely to Employer. Consultant hereby assigns to Employer all right and title to any discovery, production, invention, improvement, modification, device, information, or process related in any way to Employer’s business (collectively, the “ Product ”), which Consultant may develop or discover during Consultant’s engagement with Employer. Consultant agrees and understands that this assignment is binding without relation to the location of the Product and includes any Product developed off of Employer’s premises, including, but not limited to, work done by Consultant on Consultant’s own time, at Consultant’s residence or elsewhere during the term of this Agreement. This assignment shall survive Consultant’s termination of engagement for six (6) months, and without limit if the Product relates to or uses Employer’s Confidential Information or Trade Secrets.

(ii) In connection with any of the Product referred to in Section 5(g)(i), Consultant will promptly disclose such Product to Employer and Consultant will, if deemed necessary by Employer and on Employer’s request, promptly execute a specific assignment of title to Employer and such other documents as may reasonably be requested by Employer for the purpose of vesting, confirming, or securing Employer title to the Product, and Consultant will do anything else reasonably necessary to enable Employer to secure a patent, copyright, or other form of protection thereof in the United States and in other countries even after the termination of Consultant’s engagement with Employer.

(iii) Consultant has identified on Schedule 1 of this Agreement all Product not assigned by this section, if any, in which Consultant has any right, title, or interest, and which were made, conceived, or written wholly or in part by Consultant prior to his engagement with Employer and which relate to the actual or anticipated business, research, or development of Employer. If Consultant does not have any to identify, Consultant has written or typed “none” on this line: NONE . Consultant represents that he is not a party to any agreements which would limit his ability to assign Product as provided for in this Agreement.

(h) Equitable Relief . In the event a violation of any of the restrictions contained in this Section occurs, Employer shall be entitled to preliminary and permanent injunctive relief (without being required to post bond), reasonable attorneys’ fees, and damages and an equitable accounting of all earnings, profits, and other benefits arising from such violation, which right shall be cumulative and in addition to any other rights or remedies to which Employer may be entitled. In the event of a violation of any provision of subsection (b), (c), or (d) of this Section, the period for which those provisions would remain in effect shall be extended for a period of time equal to that period beginning when such violation commenced and ending when the activities constituting such violation shall have been finally terminated in good faith.

(i) Restrictions Separable . If the scope of any provision of this Agreement (whether in this Section 5 or otherwise) is found by a Court to be too broad to permit enforcement to its full extent, then such provision shall be enforced to the maximum extent permitted by law. The parties agree that the scope of any provision of this Agreement may be modified by a judge in any proceeding to enforce this Agreement, so that such provision can be enforced to the maximum extent permitted by law. Each and every restriction set forth in this Section 5 is independent and severable from the others, and no such restriction shall be rendered unenforceable by virtue of the fact that, for any reason, any other or others of them may be unenforceable in whole or in part.

6. Miscellaneous.

(1)

If to Employer:

c/o Infinity Resources Holdings Corp.

1375 North Scottsdale Road, Suite 140

Scottsdale, Arizona 85257

Attention: Chairman of the Board

Phone: (480) 729-6612

Facsimile: (480) 889-2660

E-mail: mas917@gmail.com

with a copy given in the manner

prescribed above, to:

Greenberg Traurig, LLP

2375 East Camelback Road, Suite 700

Phoenix, Arizona 85016

Attention: Robert S. Kant, Esq.

Phone: (602) 445-8302

Facsimile: (602) 445-8100

E-Mail: kantr@gtlaw.com

(2)

If to Consultant:

6175 Main Street, Suite 420

Frisco, Texas 75034

Phone: (972) 464-0004

Fax: (972) 464-0015

E-mail: jefff@questrmg.com

with a copy given in the manner

prescribed above, to:

Jordan, Houser & Flournoy, LLP

2591 North Dallas Parkway, Suite 408

Frisco, Texas 75034

Attention: Cynthia Hurley, Esq.

Phone: (972) 668-6810

Fax: (214) 618-9723

E-mail: churley@jhflegal.com

(c) Controlling Law. This Agreement and all questions relating to its validity, interpretation, performance and enforcement, shall be governed by and construed in accordance with the laws of the state of Texas, notwithstanding any Texas or other conflict-of- interest provisions to the contrary. Venue for any action arising out of this Agreement or the consulting relationship shall be brought only in courts of competent jurisdiction in Collin County, Texas.

(d) Notification of New Employer. In the event Consultant chooses to work or affiliate with any other entity while working part-time for Employer, Consultant is required to secure prior permission of Employer, and consents to the notification by Employer to Consultant’s other employer of Consultant’s rights and obligations under this Agreement. Upon termination of this Agreement for any reason, Consultant hereby consents to the notification by Employer to Consultant’s new employer of Consultant’s rights and obligations under this Agreement. In addition, in the event that Consultant plans to render services to a company that works in a similar field as Employer, Consultant agrees to provide Employer with as much notice as possible of Consultant’s intention to join that company or business but in no event will Consultant provide less than sixty (60) days’ notice of that intention; provided, however, the provision of such notice and Employer’s receipt thereof shall not constitute a waiver of any breach of any provision of this Agreement.

(i) Paragraph Headings. The paragraph headings in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation.

7. Successors and Assigns.

This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto; provided that because the obligations of Consultant hereunder involve the performance of personal services, such obligations shall not be delegated by Consultant. For purposes of this Agreement, successors and assigns shall include, but not be limited to, any individual, corporation, trust, partnership, or other entity that acquires a majority of the stock or assets of Employer by sale, merger, consolidation, liquidation, or other form of transfer. Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Employer would be required to perform it if no such succession had taken place. Without limiting the foregoing, unless the context otherwise requires, the term “Employer” includes all subsidiaries of Employer.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF , the parties have executed this Agreement as of the date first above written.


INFINITY RESOURCES HOLDINGS CORP.

By:		/s/ Mitch Saltz
		Mitch Saltz, Chairman of the Board


/s/ Jeff Forte
JEFF FORTE

Signature Page to Consulting Agreement

Exhibit 99.1

Infinity Resources Completes Acquisition of Quest Resource Management Group, LLC

Combination to Harness Commercial, Structural, and Cost Synergies

SCOTTSDALE, AZ and FRISCO, TX - (Marketwire – July 17, 2013) - Infinity Resources Holdings Corp. (OTCQB: IRHC) today announced that it has acquired the remaining 50 percent of Quest Resource Management Group, LLC (Quest) not already owned by Infinity’s wholly owned subsidiary Earth911, Inc. Earth911 has owned 50 percent of Quest since 2009 and had previously announced its intentions to acquire the remaining 50 percent of Quest. Consideration for the purchase of the remaining membership interests of Quest consisted of promissory notes for $22 million and 22 million shares of Infinity common stock.

Brian Dick, Chief Executive Officer of Quest, has been appointed as President and Chief Executive Officer and as a director of Infinity. He stated that combining the underlying organizations will help Infinity achieve overall growth in stockholder value, benefiting from a simplified operating and financial structure and significant commercial synergies. In addition, Jeff Forte, co-founder of Quest, will become a consultant to Infinity and was also appointed as a director of Infinity.

Dick said, “The revenue ramp and sales pipeline at Quest are strong indications that we are just beginning to tap a vast market opportunity. The additional scale and expertise across a broader segment of recycling and resource management spectrum will allow us to accelerate the capture of the opportunity, creating innovative ways to reach new commercial and community markets.”

Quest, a full service resource management consulting group, generated approximately $131 million in revenues in 2012 providing mid-size to Fortune 100 corporate customers with comprehensive sustainability programs, innovative recycling solutions, and environmental protection strategies. Quest’s customers operate in a broad range of industries, including automotive, retail, transportation, education, municipal, food service, hospitality, healthcare, architecture, and corporate/multi-family real estate industries.

Barry Monheit, who has been Infinity’s President and Chief Executive Officer, will remain on Infinity’s Board of Directors along with the other current members. He commented, “The Quest organization and model have proven to be capable of rapid growth and cash generation. The combination of Quest with the additional marketing reach of Earth911 should generate additional opportunities for growth and open new markets for the combined organization. In addition, the integration of management and facilities presents the opportunity for cost synergies and greater profitability.”

About Quest Resource Management Group, LLC

Quest Resource Management Group, LLC provides complete commercial waste stream management for large and mid-sized corporations in a variety of industries. Headquartered in Frisco, Texas, Quest manages the recycling effort of over 14,000 customer locations throughout the United States and Canada. Quest was named one of Inc. Magazine’s fastest growing private companies, ranking No. 928 on the sixth annual Inc. 5000 list in 2011. ( http://www.questrmg.com ).

About Infinity Resources Holdings Corp.

Infinity Resources Holdings Corp. is the parent company of Earth911, Inc. and Youchange, Inc. Earth911 is the parent company of Quest Resource Management Group, LLC. Collectively, Infinity’s portfolio of sustainability companies covers the full spectrum of the recycling life cycle, providing innovative waste reduction and landfill diversion solutions for recycling and proper disposal of commercial and consumer waste streams. ( http://www.infinityresourcesholdingscorp.com ).

Safe Harbor Statement

Certain statements contained in this press release may be deemed to be forward-looking statements under federal securities laws, and we intend that such forward-looking statements be subject to the safe harbor created thereby. Such forward-looking statements include statements regarding the company’s assessment that combining the underlying organizations will help Infinity to achieve overall growth in stockholder value, benefitting from a simplified operating and financial structure and significant commercial synergies; the company’s belief that the revenue ramp and sales pipeline at Quest are strong indications that that the company is just beginning to tap a vast market opportunity; the company’s view that the additional scale and expertise across a broader segment of recycling and resource management spectrum will allow the company to accelerate the capture of the opportunity, creating innovative ways to reach new commercial and community markets; the company’s belief that the Quest organization and model have proven to be capable of rapid growth and cash generation; and the company’s assessment that the combination should generate additional opportunities for growth, open new markets, and present opportunities for cost synergies and greater profitability. We caution that these statements are qualified by important factors, many of which are beyond our control, which could cause actual results to differ materially from those reflected by such forward-looking statements. Such factors include risks related to the integration of Quest into Earth911, competition in the recycling services industry, demand for our services, our ability to expand our markets, the impact of the current economic environment, and other risks detailed from time to time in our reports filed with the SEC, including our Form 10-K Report for the transition period ended December 31, 2012.

IRHC INVESTOR RELATIONS:

Matt Clawson, Allen & Caron

949.474.4300

Jeff Rassas

480.463.4246