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): September 8, 2017
QUEST SOLUTION, INC.
(Exact name of registrant as specified in charter)
| Delaware | 000-09047 | 20-3454263 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
860 Conger Street, Eugene, OR 97402
(Address of Principal Executive Offices) (Zip Code)
(714) 899-4800
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
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 ( see General Instruction A.2. below):
| [ ] | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01 Entry into a Material Definitive Agreement.
On September 8, 2017, Quest Solution, Inc.(the “Company”) approved the Company entering into a consulting agreement (the “Consulting Agreement”) with YES IF(the “Consultant”), an entity controlled by Jason Griffith, the Company’s former Chief Executive Officer and a principal stockholder. The Consultant shall provide the Company and its controlled entities with certain business development, managerial, measures to improve efficiency and cost savings and financial services in accordance with the terms and conditions of the Consulting Agreement. In exchange for its consulting services, the Consultant will receive a monthly fee of $10,000 for the months of September through December 2017, $15,000 per month for the months of January through June 2018 and $20,000 per month for the months of July 2018 through August 2019. As the former CEO of the Company, the Company believes that the Consultant will be extremely beneficial to the Company in connection with its recently announced business restructuring efforts.
On September 8, 2017, the Company entered into a voting agreement with Jason Griffith pursuant to which Mr. Griffith agreed to vote any shares beneficially owned by him in accordance with the instructions of Shai Lustgarten, the Company’s Chief Executive Officer. The voting proxy does not include any matters involving the creation of a new or cancellation of an existing class of stock, a reverse split (except in connection with an uplisting of the Company’s common stock on a National Exchange), dividend of stock or any change of control to the Company.
The foregoing description of the terms of the Consulting Agreement and the Voting Agreement are not complete and are qualified in their entirety by reference to the full text of the Consulting Agreement, which are filed as Exhibits 10.1 and 10.2, respectively to this Current Report on Form 8-K and are incorporated by reference herein.
Item 5.01 Changes in Control of Registrant.
As set forth in Item 1.01, the Company entered into a voting agreement with Jason Griffith, whereby he committed to vote any shares beneficially owned by him in accordance with the instructions of Shai Lustgarten, the Company’s CEO. The Voting Agreement could result in a change of control of the Company.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
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.
Date: September 8, 2017
| QUEST SOLUTION, INC. | ||
| By: | /s/ Shai S. Lustgarten | |
| Shai S. Lustgarten | ||
| Director, President and CEO | ||
Engagement Services Contract:
Quest Solution
2505 Anthem Village Drive, Suite E-516
Henderson, NV 89052
CONSULTING AGREEMENT
This Agreement, dated as of August 17, 2017 , with an effective date of September 1, 2017 (Effective Date) , is made and entered into by and between Yes If… (“YES IF”) a company with a principal place of business at 2505 Anthem Village Dr., Suite E-516, Henderson, NV 89052 and Quest Solution, Inc. or Quest below (“QUEST”), with its principal place of business at 860 Conger Street, Eugene, OR 97402.
WHEREAS, the principal of Yes If is uniquely familiar with the history of the Company and its arrangements with its creditors and shareholders;
WHEREAS, the Company desires to retain Yes If to provide certain services to the Company.
NOW, THEREFORE, in consideration for the mutual covenants of the parties set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.
| 1. | Engagement; Term. QUEST hereby retains YES IF as a consultant, and YES IF hereby agrees to furnish consulting services to QUEST, on the terms and conditions set forth herein and described in Exhibit A. This Agreement and the consulting arrangement set forth in this Agreement shall commence on September 1, 2017 or sooner by mutual agreement and, subject to extension or earlier termination as provided elsewhere in this Agreement, shall expire on August 31, 2019 unless otherwise terminated pursuant to section 8 of this Agreement. The contract will automatically renew in subsequent 12 month terms unless canceled in writing by either party with a notice of non-renewal within seven (7) days of the end of the term. |
2. The Services . During the Term, YES IF shall provide QUEST the services described in the attached Proposal (the “Services”) and as covered in Exhibit A.
3. Performance . YES IF shall perform the Services in accordance with its own means, methods, schedules and guidelines, and using its own facilities and personnel. YES IF may at its discretion delegate performance of portions of the Services to its support staff or similar personnel.
4. Independent Contractor . YES IF shall at all times be an independent contractor and not an employee or agent of QUEST with regard to performance of the Services. Neither YES IF nor any of its personnel shall represent that they are, or hold themselves out as, employees of QUEST. YES IF is not authorized to enter into any contract or commitment for, on behalf of or in the name of QUEST or to incur any obligation or liability of QUEST without the prior approval of QUEST Advisor’s management. Neither YES IF nor any of its personnel shall be treated as employees of QUEST for federal tax, workers’ compensation or any other purpose, and shall not be entitled to any benefits afforded to employees of QUEST.
5. Compensation.
5.1 Fees . As compensation for performance of the Services, QUEST shall pay YES IF the Fees set forth in the attached Exhibit A. QUEST shall pay said fees as and when specified in the attached Exhibit A. In addition, YES IF shall be eligible for an annual bonus payment at the discretion of Quest’s Board of Directors.
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Yes If… – Quest Proprietary and Confidential |
2 |
2505 Anthem Village Drive, Suite E-516
Henderson, NV 89052
5.2 Costs . Subject to the provisions of this paragraph 5.2, QUEST shall reimburse YES IF for all of its pre-approved costs incurred directly in performing the Services. QUEST shall pay such reimbursement on or before thirty (30) days after QUEST receipt of YES IF’s invoices therefore itemized for each cost item and supported by receipts or other documents verifying the amount thereof. All costs shall be reimbursed in the amount of YES IF’s actual costs. Costs associated with this provision include but are not necessarily limited to the following, must be reasonable and pre-approved in the course of the relationship:
| ● | Travel related expenses including mileage, airfare, hotel, meals, parking etc. while traveling to and from any authorized location associated with the relationship. | |
| ● | Collateral expenses associated with printing, producing sales and marketing materials. | |
| ● | Any additional equipment / office / communications expense required solely in the execution / performance of this agreement. | |
| ● | Association / conference dues & fees associated exclusively with the execution / performance of this agreement. |
6. Employees . During the Term and for a period of one (1) year after the termination of the Term, YES IF shall not induce an employee or officer of the QUEST to leave the employment of QUEST to join YES IF. All contractors and subcontractors performing work associated with this agreement will have direct or implicit approval by the CEO of QUEST.
7. Ownership . All processes, methodologies, templates and similar items developed by YES IF associated with the program that are delivered by YES IF to QUEST in connection with the Services (“YES IF Delivered Items”), and all proprietary rights therein, are and shall remain the sole property of YES IF excluding therefrom any QUEST data and information. All processes, methodologies, templates and similar items developed by QUEST associated with the program that are delivered by QUEST to YES IF in connection with the Services (“QUEST Delivered Items”), and all proprietary rights therein, are and shall remain the sole property of QUEST excluding therefrom any YES IF data and information. YES IF Delivered Items and QUEST Delivered Items are collectively defined as “Delivered Items”. QUEST and YES IF acknowledge that the Delivered Items constitute valuable property of YES IF and QUEST as the case may be. QUEST shall not infringe or violate YES IF rights and YES IF shall not infringe or violate QUEST’s rights in the Delivered Items, shall not own, apply for or otherwise attempt to obtain any proprietary right in any Delivered Items, and shall not use any Delivered Item for any purpose other than the purpose for which YES IF delivered said Delivered Items to QUEST or vice versa.
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Yes If… – Quest Proprietary and Confidential |
3 |
2505 Anthem Village Drive, Suite E-516
Henderson, NV 89052
8. Termination. Notwithstanding the provisions of paragraph 1, the Agreement may be terminated at any time as follows:
8.1 Termination for Cause.
8.1.1 If YES IF becomes incapable of performing the Services and such circumstance continues for a period of thirty (30) days after QUEST delivers to YES IF a written notice clearly identifying the circumstance at issue and stating that QUEST intends to terminate the Term due to such circumstance; or,
8.1.2 For material breach of any QUEST policy or rule, material breach of any provision of this Agreement, professional incompetence or gross professional neglect, effective thirty (30) days after delivery to YES IF of a written notice clearly identifying the circumstance at issue and stating that QUEST intends to terminate the Term due to such circumstance; provided that the Term shall not be terminated if (i) YES IF cures the circumstance at issue within such thirty (30) day period or, (ii) if the circumstance at issue is of such a nature that it cannot be cured within such thirty (30) day period, YES IF commences the cure within such thirty (30) day period and thereafter diligently prosecutes the same to completion.
8.2 Termination for Convenience.
8.2.1 Notwithstanding the provisions of paragraph 1, QUEST may terminate this agreement for any reason or no reason at any time during the Term with sixty days’ notice, provided that in connection with such termination QUEST within 14 days pays to YES IF any and all unpaid cost reimbursements due YES IF up to the date of termination pursuant to paragraph 8.2 and, QUEST shall pay to YES IF a prorated fee calculated by taking the remaining value of the contract and multiplying it times the remaining percentage of the contract term outstanding.
9. Voting Rights. In order to maintain consistency within Quest’s management, Yes If agrees to cause its principals and affiliates who own shares of capital stock of Quest or securities convertible into the Common Stock of Quest to vote their shares in accordance with Quest management’s (as determined by its current CEO) discretion and to acknowledge such commitment by signing a voting proxy agreement. The voting proxy shall stay in effect while this Agreement is in effect. In the event that this Agreement is terminated either by QUEST or by YES IF, the voting proxy shall stay in effect for 30 days.
10. Notices . Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and either hand delivered by commercial courier or sent by registered or certified mail to the intended recipient at its address set forth below its signature at the end of this Agreement. Either party may change such notice address from time to time by delivery a written notice of the new address to the other party in accordance with this paragraph.
11. Dispute Resolution . Any and all disputes, controversies and claims arising out of or relating to this Agreement or concerning the respective rights or obligations hereunder of the parties hereto shall be settled and determined by binding arbitration in New York County, New York or other mutually agreeable commercial arbitration service before a single arbitrator having demonstrated expertise in the area submitted for determination. The arbitrator shall have the power to award specific performance or injunctive relief and reasonable attorneys’ fees and expenses to any party in any such arbitration. The extent of liability will be limited to the fees paid under this agreement. In any arbitration proceeding arising under this Agreement, the arbitrator shall not have the power to change, modify or alter any express condition, term or provision hereof, and to that extent the scope of his authority is limited. The prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys’ fees incurred in connection with such proceeding. The arbitration award shall be final and binding upon the parties, and judgment thereon may be entered in any court of competent jurisdiction.
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Yes If… – Quest Proprietary and Confidential |
4 |
2505 Anthem Village Drive, Suite E-516
Henderson, NV 89052
12. Indemnity . QUEST releases and shall defend, indemnify and hold harmless YES IF from and against any and all claims, losses, harm, costs, liabilities, damages and expenses (including, but not limited to attorneys’ fees) arising, whether before or after the expiration or termination of the Term, out of or in connection with the Services, including but not limited to any action taken or recommendation made by YES IF or its members, employees or agents or of any other entity at the request of QUEST; provided that QUEST shall not be obligated to so defend, indemnify or hold harmless YES IF with respect to claims, losses, harm, costs, liabilities, damages or expenses (including attorneys’ fees) arising solely out of YES IF’s gross negligence or willful misconduct.
13. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of State of New York.
14. Assignment . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives.
15. Amendments and Waivers . No amendment or modification of this Agreement shall be valid unless evidenced by a written instrument executed by the parties hereto. No action or failure to act shall be considered a waiver of any provision of this Agreement unless specifically set forth in a written instrument signed by the party to be bound thereby. No waiver of any provision or condition of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same time or any prior or subsequent time.
16. Invalid Provisions . The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were replaced by a valid and enforceable provision as similar as possible to the provision replaced.
17. Facsimile Signatures . Each party (i) has agreed to permit the use, from time to time and where appropriate, of telecopy signatures in order to expedite the transaction contemplated by this Agreement, (ii) intends to be bound by its respective tele copied signature, (iii) is aware that the other will rely on the telecopy signature, and (iv) acknowledges such reliance and waives any defenses to the enforcement of the documents effecting the transaction contemplated by this Agreement based on the fact that a signature was sent by telecopy. Both parties agree that tele copied signatures may be delivered via any appropriate and expedient electronic means including but not limited to e-mail.
18. Entire Agreement . This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to that subject matter.
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Yes If… – Quest Proprietary and Confidential |
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2505 Anthem Village Drive, Suite E-516
Henderson, NV 89052
| QUEST : | YES IF: | |||
| By: | By: | |||
| Name: Shai Lustgarten | Name: | |
| Title: Chief Executive Officer | Title: | |
| Address: | Address: | |
| 860 Conger Street | 2505 Anthem Village Dr., Suite E-516 | |
| Eugene, OR 97402 | Henderson, NV 89052 |
|
Yes If… – Quest Proprietary and Confidential |
6 |
2505 Anthem Village Drive, Suite E-516
Henderson, NV 89052
EXHIBIT A: ENGAGEMENT SERVICES AND TERMS
This Exhibit A is incorporated into and forms a part of the Consulting Agreement dated August 17, 2017 , with an effective date of September 1, 2017, between YES IF (“YES IF”) and Quest Solution, Inc. (“QUEST”).
Engagement Services
| 1. | Work with CEO and/or his designee to define ideal target markets and acquisitions (location, size, product / service mix, etc.) |
| 2. | Compile list of potential acquisition candidates and resources. |
| 3. | Actively participate in defining and building the company’s strategic action plan. |
| 4. | In conjunction with CEO and selected members of management team develop an acquisition playbook which includes identification of acquisition candidates. |
| 5. | Participate in company acquisitions and associated due diligence activities and as called upon assist with integration activities of acquired companies. |
| 6. | Help management in operation and financial restructuring, including the transition period of members of the new management team like CFO, COO and sales and marketing. |
| 7. | Other strategic initiatives agreed upon between Quest and YES IF |
| 8. | Engagement services may be altered or modified as needed via mutual agreement by the parties. |
| 9. | Provide specific deliverables inclusive of timelines, due diligence items and documents to assist in the integrations activities with current employees. |
Terms and Fees
Agreement Term and Expiration Date: Agreement shall commence on September 1, 2017 with an expiration date of August 31, 2019 unless otherwise extended by mutual agreement.
QUEST shall pay YES IF the following fees for performance of Services:
| 1. | Fee . Fees payable as follows: |
| A. | $10,000 per month for months September through December 2017; |
$15,000 per month for months January through June 2018; and
$20,000 per month for months July 2018 through August 2019.
| B. | To be paid in cash / check / wire or via ACH. |
The first check may be made in cash / check / wire or via ACH September 8 th and subsequent payments to be set up as ACH payments due by the 10 th of each month.
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Yes If… – Quest Proprietary and Confidential |
7 |
2505 Anthem Village Drive, Suite E-516
Henderson, NV 89052
| 2. | Business Expenses. YES IF will invoice QUEST expenses incurred during performance of the Agreement as described: |
| 2.1 | YES IF will not charge QUEST for routine office expenses incurred during the term of the Agreement including office supplies, telephone, fax, or copies or for any costs of Yes If’s employees or agents. YES IF will invoice QUEST for significant office expenses including any secondary market research associated with QUEST pre-approved projects as mutually agreed to. |
| 2.2 | YES IF will be reimbursed for written pre-approved costs associated with QUEST approved Business Travel as follows: |
| (i) | Domestic air travel will be based on Coach Class fares |
| (ii) | Business Class rental car or other ground transportation |
| (iii) | Reasonable Business Class hotel |
| (iv) | Reasonable Business Class meals |
| (v) | Airport Parking |
Cost to be pre approved by CEO or his designee.
Delivery and Management of Engagement Services
Shai Lustgarten and or his designee will be the executive contact at QUEST responsible for management of the YES IF engagement services contract.
Reports
Contractor will issue a written report after every significant activity, and Contractor will issue till the fifth of each month a monthly written report with all activities of previous month, with details, point of contacts and all relevant information.
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Yes If… – Quest Proprietary and Confidential |
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voting agreement
THIS VOTING AGREEMENT (this “Agreement”) dated as September 1, 2017, is made among Shai Lustgarten, Jason Griffith, and Quest Solution, Inc., a Delaware corporation (the “Company”).
Recitals :
A. Jason Griffith is the beneficial owner of certain shares of the common stock of the Company and shares of Preferred Stock as set forth on Schedule A (the “Shares”), and are the beneficial or record owners or are otherwise able to direct the voting of the Shares. For purposes of this Agreement, the Shares will include all securities issued or exchanged in respect to the Shares.
B. The Parties wish to agree to enter into this Agreement to restrict the voting of the Shares as set forth in this Agreement.
Agreement :
1. Term . The term (“Term”) of this Agreement shall commence on the date set forth above and shall terminate upon the earlier to occur of: (a) written consent of all parties to this Agreement, or (b) 30 days after the termination of the consulting contract with Yes If, or (c) the departure of Shai Lustgarten as the CEO of Quest Solution, Inc. Upon the sale of shares, the respective interest in this agreement will expire.
2. Representations and Warranties . Jason Griffith represents and warrants to the other Parties that, as of the date of this Agreement: (a) Jason Griffith is the beneficial and record owner of all the Shares, has the sole right to vote the Shares free of any lien, and has not entered into any voting agreement or other similar agreement with or granted by any person or any proxy (whether revocable or irrevocable) in respect of the Shares (other than pursuant to this Agreement); (b) this Agreement is a valid and binding agreement enforceable against Jason Griffith in accordance with its terms; (c) Jason Griffith has the full and unrestricted legal power, authority, and right to enter into, execute, deliver, and perform this Agreement without the consent or approval of any other person; (d) the execution, delivery, and performance by Jason Griffith of this Agreement does not (i) violate or breach any provision of any law or order applicable to Jason Griffith or (ii) violate, breach, or cause a default under, or result in the creation of a lien pursuant to, any agreement or instrument to which Jason Griffith is a party or to which it or any of its properties may be subject.
3. Irrevocable Proxy . Jason Griffith hereby constitutes and appoints Shai Lustgarten with full power of substitution, to vote, in his sole discretion, all of the Shares of Quest Solution, Inc. which Jason Griffith beneficially owns (including any shares of Common Stock issuable upon conversion of promissory notes beneficially held by Jason Griffith), at all meetings, annual or special, of shareholders, or any adjournment or adjournments of the same, and in all unanimous or non-unanimous written consents of shareholders, with respect to all matters submitted to the shareholders of the Company for approval. This proxy does not cover any matters involving the creation of a new or cancelation of an existing class of stock, a reverse split (except in connection with an uplisting of the Company’s common stock onto a National Securities Exchange), dividend of stock or any change of control to the Company. The proxy granted pursuant to the immediately preceding sentences is given in consideration of this Agreement, the agreements and covenants of the Company and the parties in connection with the transactions contemplated by this Agreement and, as such, is coupled with an interest and shall be irrevocable unless and until this Agreement terminates or expires pursuant to Section 1. Jason Griffith to be made aware in writing each time the voting proxy, whether written consent or full shareholder vote, is utilized. Jason Griffith hereby revokes any and all previous proxies with respect to the Shares and shall not hereafter, unless and until this Agreement terminates or expires pursuant to Section 1, purport to grant any other proxy or power of attorney with respect to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the Shares, in each case, with respect to any of the matters set forth in this Agreement.
4. Covenants . During the Term of this Agreement, Shai Lustgarten covenants and agrees that he shall use best efforts to: (a) vote the Shares of Quest Solution at every meeting of the shareholders of the Company, and where any vote, consent, or other approval (including by written consent) of the shareholders is sought; and (b) not enter into any voting agreement or grant a proxy or power of attorney in respect of the Shares in any manner inconsistent with his obligations under this Agreement or take any other action that is inconsistent with his obligations under this Agreement, including any action that would harm the underlying shareholder’s interest, prevent, or materially delay the consummation of any transaction.
5. Miscellaneous Provisions .
5.1 Amendment . This Agreement may not be amended except by a written instrument executed by each of the parties.
5.2 Assignment . No party shall assign or delegate its rights or obligations under this Agreement or any part of such rights or obligations without the prior written consent of the other parties, and any assignment made without written consent shall be void and of no force or effect.
5.3 Counterparts . This Agreement may be executed in two or more counterparts, all of which shall constitute one and the same instrument.
5.4 Entire Agreement . This Agreement constitutes the entire agreement among the parties in respect of the voting agreement governing the Shares and supersedes all prior agreements or understandings among regarding the same subject matter.
5.5 Further Assurances . Each party will, upon request of the Company, execute and deliver any additional documents deemed by the Company to be reasonably necessary or desirable to complete and effectuate the transactions contemplated by this Agreement.
5.6 Governing Law . This Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of New York. Legal proceedings relating to this Agreement that are commenced against Company may be commenced only in the state or federal courts in New York County, New York. Any such legal proceedings that are commenced against the Company or against any party to this Agreement may be commenced only in the state or federal courts in New York County, New York. Each of the parties consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue in New York, New York.
5.7 Parties in Interest . This Agreement shall be binding upon and inure solely to the benefit of the parties and their respective legal successors-in-interest and permitted assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement.
5.8 Severability . If any provision of this Agreement, or the application of a provision to any person or circumstance, shall be held invalid under the applicable law of any jurisdiction, the remainder of this Agreement or the application of a provision to other persons or circumstances or in other jurisdictions shall not be affected thereby. Also, if any provision of this Agreement is invalid or unenforceable under any applicable law, then the provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such law. Any provision of this Agreement that may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on the day and year first written above.
AGREED TO AND ACCEPTED BY:
| Quest Solution, Inc. | ||
| By: | Shai Lustgarten | |
| Its: | CEO | |
| By: | Jason Griffith | |
Schedule A
The following represents the shares of Common Stock, Preferred Stock and any other securities containing voting rights which are beneficially owned by Griffith and which are covered by this Voting Agreement:
(i) 7,963,698 shares of Common Stock $0.001 per value (the “Common Shares”)
(ii) 1,800,000 shares of Series C Preferred Stock $0.001 per value (the “Preferred Shares”)
This Voting Agreement also covers any Common Shares issuable upon exercise of the promissory notes beneficially held by Jason Griffith.