voting
agreement


 


THIS
VOTING AGREEMENT (this “Agreement”) dated as February 28, 2018, is made among Shai Lustgarten, Kurt Thomet,
and Quest Solution, Inc., a Delaware corporation (the “Company”).


 


Recitals:


 


A. Kurt
Thomet 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 is the beneficial or record owner 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) 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. Kurt Thomet represents and warrants to the other Parties that, as of the date of this Agreement: (a) Kurt
Thomet 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 Kurt Thomet in accordance with its terms; (c) Kurt Thomet 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 Kurt Thomet of this Agreement does not (i) violate or breach any provision of any
law or order applicable to Kurt Thomet 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 Kurt Thomet is a party or to which it or any of its properties may be subject.


 


3. Irrevocable
Proxy. Kurt Thomet 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 Kurt Thomet beneficially owns (including any shares of Common Stock issuable upon
conversion of any other securities beneficially held by Kurt Thomet, including the Series A Preferred Stock), 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. Kurt Thomet to be made aware in writing each time the voting proxy, whether written consent
or full shareholder vote, is utilized. Kurt Thomet 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:	Kurt
    Thomet


 




    	 



     


    

 


Schedule
A


 


The
following represents the shares of Common Stock, Preferred Stock and any other securities containing voting rights which are beneficially
owned by Thomet and which are covered by this Voting Agreement:


 


	(i)	500,000
shares of Common Stock $0.001 per value (the “Common Shares”)
	 	 
	(ii)	1,000,000
    shares of Series C Preferred Stock $0.001 per value (the “Preferred Shares”)