VOTING
AND EXCHANGE AGREEMENT


 


THIS
VOTING AND EXCHANGE AGREEMENT (this “Agreement”) made the 1st day of October, 2015.


 


BETWEEN:


 


QUEST
SOLUTION, INC., a Delaware corporation with file number 1796648 and a registered office at 1521 Concord Pike, Suite 303-B,
Wilmington, New Castle, Delaware 19803


 


(the
“Parent”)


 


AND:


 


QUEST
EXCHANGE LTD., a Canadian corporation with incorporation number 945229-0 and a registered office at 8102 Route Transcanadienne,
Montreal, Quebec H4S 1M5


 


(the
“ExchangeCo”)


 


AND:


 


VIASCAN
GROUP INC., a Canadian corporation with corporation number 368068-1 and a registered office at 8102 Route Transcanadienne,
Montreal, Quebec H4S 1M5


 


(the
“Shareholder”)


 


WHEREAS:


 


	A.	Pursuant
                                         to the Acquisition Agreement between the Parent, the ExchangeCo, the Shareholder and
                                         ViascanQData Inc. (the“Company” the ExchangeCo, a wholly owned subsidiary
                                         of the Parent, has offered to purchase the issued and outstanding shares of the Company
                                         from the Shareholder;
	 	 
	B.	Under
                                         the terms of the Acquisition Agreement, the Shareholder will receive Exchangeable Shares
                                         of the ExchangeCo, exchangeable into shares of the Parent Common Stock; and
	 	 
	C.	Pursuant
                                         to the Acquisition Agreement, the Parent and the ExchangeCo have agreed to execute a
                                         voting agreement substantially in the form of this agreement.



 




    	 



    	 



    





 


THEREFORE
in consideration of the respective covenants and agreements provided in this Agreement and for other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:


 


ARTICLE
1 


DEFINITIONS
AND INTERPRETATION


 


	1.1	Definitions



 


In
this Agreement, the following terms shall have the following meanings:


 


		(a)	“Affiliate”
                                         of any Person means any other Person directly or indirectly controlling, controlled
                                         by, or under common control with, that Person. For the purposes of this definition, “control”
                                         (including, with correlative meanings, the terms “controlled by” and “under
                                         common control with), as applied to any Person, means the possession by another Person,
                                         directly or indirectly, of the power to direct or cause the direction of the management
                                         and policies of that first mentioned Person, whether through the ownership of voting
                                         securities, by contract or otherwise.



 


		(b)	“Acquisition
                                         Agreement” means the acquisition agreement dated October 1, 2015 between the
                                         Parent, the Company, the Shareholder and the Company, as amended, supplemented and/or
                                         restated in accordance therewith.



 


		(c)	“Automatic
                                         Exchange Rights” means the benefit of the obligation of the Parent to effect
                                         the automatic exchange of shares of the Parent Common Stock for the Exchangeable Shares
                                         pursuant to Section 4.13.



 


		(d)	“Board
                                         of Directors” means the Board of Directors of the ExchangeCo, the Parent or
                                         the Shareholder, as the case may be.



 


		(e)	“Business
                                         Day” means any day on which commercial banks are generally open for business
                                         in Montreal, Quebec, other than a Saturday, a Sunday or a day observed as a holiday in
                                         Montreal, Quebec under the laws of the Province of Quebec or the federal laws of Canada.



 


		(f)	“Canadian
                                         Dollar Equivalent” means, in respect of an amount expressed in a currency other
                                         than Canadian dollars (the “Foreign Currency Amount”) at any date,
                                         the product obtained by multiplying: (a) the Foreign Currency Amount, by (b) the noon
                                         spot exchange rate on such date for such foreign currency expressed in Canadian dollars
                                         as reported by the Bank of Canada or, in the event such spot exchange rate is not available,
                                         such exchange rate on such date for such foreign currency expressed in Canadian dollars
                                         as may be deemed by the Board of Directors of the ExchangeCo to be appropriate for such
                                         purpose.



 


		(g)	“Company”
                                         has the meaning set forth in Recital A of this Agreement;



 




    	 



    	 



    





 


		(h)	“Current
                                         Market Price” means, in respect of the Parent Common Stock on any date, the
                                         Canadian Dollar Equivalent of the average of the closing prices of the Parent Common
                                         Stock during a period of 20 consecutive trading days ending not more than three trading
                                         days before such date on the OTC Bulletin Board, or, if the Parent Common Stock is not
                                         then quoted on the OTC Bulletin Board, on such other stock exchange or automated quotation
                                         system on which the Parent Common Stock is listed or quoted, as the case may be, as may
                                         be selected by the Board of Directors of the Parent for such purpose; provided, however,
                                         that if in the opinion of the Board of Directors of the Parent the public distribution
                                         or trading activity of the Parent Common Stock during such period does not create a market
                                         which reflects the fair market value of the Parent Common Stock, then the Current Market
                                         Price of the Parent Common Stock shall be determined by the Board of Directors of the
                                         Parent, in good faith and in its sole discretion, and provided further that any such
                                         selection, opinion or determination by the Board of Directors of the Parent shall be
                                         conclusive and binding.
	 	 	 
		(i)	“Entity”
                                         means any corporation (including any non-profit corporation), general partnership,
                                         limited partnership, limited liability partnership, joint venture, estate, trust, company
                                         (including any company limited by shares, limited liability company or joint stock company),
                                         firm, society or other enterprise, association, organization or entity.
	 	 	 
	 	(j)	“Exchange
                                         Right” has the meaning set out in Section 4.1.
	 	 	 
	 	(k)	“Exchangeable
                                         Shares” means the Series A preferred shares in the capital of the ExchangeCo
                                         having the rights, privileges, restrictions and conditions set forth in the Share Provisions.
	 	 	 
	 	(l)	“Exchangeable
                                         Share Support Agreement” means the exchangeable share support agreement made
                                         as of even date herewith between the ExchangeCo and the Parent.
	 	 	 
	 	(m)	“Governmental
                                         Body” means any: (a) nation, state, commonwealth, province, territory, county,
                                         municipality, district or other jurisdiction of any nature; (b) federal, state, provincial,
                                         local, municipal, foreign or other government; or (c) governmental or quasi-governmental
                                         authority of any nature (including any governmental division, department, agency, commission,
                                         instrumentality, official, ministry, fund, foundation, center, organization, unit, body
                                         or Entity and any court or other tribunal).
	 	 	 
	 	(n)	“Insolvency
                                         Event” means the institution by the ExchangeCo of any proceeding to be adjudicated
                                         a bankrupt or insolvent or to be wound up, or the consent of the ExchangeCo to the institution
                                         of bankruptcy, insolvency or winding-up proceedings against the ExchangeCo, or the filing
                                         of a petition, answer or consent seeking dissolution or winding-up under any bankruptcy,
                                         insolvency or analogous laws, including without limitation the Companies Creditors Arrangement
                                         Act (Canada) and the Bankruptcy and Insolvency Act (Canada), and the failure by the ExchangeCo
                                         to contest in good faith any such proceedings

                                         commenced
                                         in respect of the ExchangeCo within 30 days of becoming aware thereof, or the consent
                                         by the ExchangeCo to the filing of any such petition or to the appointment of a receiver,
                                         or the making by the ExchangeCo of a general assignment for the benefit of creditors,
                                         or the admission in writing by the ExchangeCo of its inability to pay its debts generally
                                         as they become due, or the ExchangeCo not being permitted, pursuant to solvency requirements
                                         of applicable law, to redeem any Retracted Shares pursuant to Section 6 of the Share
                                         Provisions.



 




    	 



    	 



    


  


	 	(o)	“Liquidation
                                         Call Right” has the meaning ascribed to that term in the Acquisition Agreement.
	 	 	 
	 	(p)	“Liquidation
                                         Event” has the meaning set out in Section 4.13(a).
	 	 	 
	 	(q)	“Liquidation
                                         Event Effective Date” has the meaning set out in Section 4.13(b).
	 	 	 
	 	(r)	“Officers
                                         Certificate” means, with respect to the Parent or the ExchangeCo, as the case
                                         may be, a certificate signed by any one of the authorized signatories of the Parent or
                                         the ExchangeCo, as the case may be.
	 	 	 
	 	(s)	“Parent
                                         Affiliates” means Affiliates of the Parent.
	 	 	 
	 	(t)	“Parent
                                         Common Stock” means a share of common stock, par value U.S. $0.001 per share,
                                         in the capital of the Parent, and any other security into which such share may be changed.
	 	 	 
	 	(u)	“Parent
                                         Consent” has the meaning set out in Section 3.2.
	 	 	 
	 	(v)	“Parent
                                         Meeting” has the meaning set out in Section 3.2.
	 	 	 
	 	(w)	“Parent
                                         Successor” has the meaning set out in Section 6.1.
	 	 	 
	 	(x)	“Person”
                                         means any individual, Entity or Governmental Body.
	 	 	 
	 	(y)	“Redemption
                                         Call Right” has the meaning ascribed to that term in the Acquisition Agreement.
	 	 	 
	 	(z)	“Retracted
                                         Shares” has the meaning set out in Section 4.7(a).
	 	 	 
	 	(aa)	“Retraction
                                         Call Right” has the meaning ascribed to that term in the Acquisition Agreement.
	 	 	 
	 	(bb)	“Share
                                         Provisions” means the rights, privileges, restrictions and conditions attaching
                                         to the Exchangeable Shares as set forth in Schedule A of the Articles of the ExchangeCo.
	 	 	 
	 	(cc)	“Special
                                         Voting Shares” means the shares of preferred stock of the Parent, par value
                                         U.S.$0.001, which entitles the holder of record of that share to a number of votes at
                                         meetings of holders of the Parent Common Stock equal to the number of Exchangeable Shares
                                         outstanding from time to time (other than Exchangeable Shares held by the Parent and
                                         the Parent Affiliates).



 




    	 



    	 



    


 


	 	(dd)	“Votes”
                                         has the meaning set out in Section 3.2.
	 	 	 
	 	(ee)	“Voting
                                         Rights” means the voting rights attached to the Special Voting Shares as set
                                         forth in Article 3.



 


	1.2	Interpretation
                                         Not Affected by Headings, etc.



 


The
division of this Agreement into Articles, Sections and other portions and the insertion of headings are for convenience of reference
only and should not affect the construction or interpretation of this Agreement. Unless otherwise indicated, all references to
an “Article” or “Section” followed by a number and/or a letter refer to the specified Article or Section
of this Agreement. The terms “this Agreement”, “hereof”, “herein” and “hereunder”
and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include
any agreement or instrument supplementary or ancillary hereto.


 


	1.3	Number,
                                         Gender, etc.



 


Words
importing the singular number only shall include the plural and vice versa. Words importing any gender shall include all genders.


 


	1.4	Date
                                         for any Action



 


If
any date on which any action is required to be taken under this Agreement is not a Business Day, such action shall be required
to be taken on the next succeeding Business Day.


 


ARTICLE
2


SPECIAL
VOTING SHARES


 


	2.1	Issue
                                         and Ownership of the Special Voting Shares



 


		(a)	The
                                         Parent hereby issues to the Shareholder the Special Voting Shares to be hereafter held
                                         by the Shareholder for the use and benefit of the Shareholder and in accordance with
                                         the provisions of this Agreement. The Parent hereby acknowledges receipt from the Shareholder
                                         of good and valuable consideration (and the adequacy thereof) for the issuance of the
                                         Special Voting Shares by the Parent to the Shareholder.



 


		(b)	Subject
                                         to the terms and conditions of this Agreement, the Shareholder shall possess and be vested
                                         with full legal ownership of the Special Voting Shares and shall be entitled to exercise
                                         all of the rights and powers of an owner with respect to the Special Voting Shares provided
                                         that the Shareholder shall:



 




    	 



    	 



    





 


		(i)	hold
                                         the Special Voting Shares and the legal title thereto solely for the use and benefit
                                         of the Shareholder in accordance with the provisions of this Agreement; and



 


		(ii)	except
                                         as specifically authorized by this Agreement, have no power or authority to sell, transfer,
                                         vote or otherwise deal in or with the Special Voting Shares and the Special Voting Shares
                                         shall not be used or disposed of by the Shareholder for any purpose other than the purposes
                                         set out in this Agreement.



 


	2.2	Legended
                                         Share Certificates



 


The
ExchangeCo will cause each certificate representing any of the Exchangeable Shares to bear an appropriate legend notifying the
Shareholder of its rights with respect to the exercise of the Voting Rights in respect of the Exchangeable Shares.


 


ARTICLE
3 


EXERCISE
OF VOTING RIGHTS


 


	3.1	Voting
                                         Rights



 


The
Shareholder, as the holder of record of the Special Voting Shares, shall be entitled to vote in person or by proxy the Special
Voting Shares on any matters, questions, proposals or propositions whatsoever that may properly come before the holders of Parent
Common Stock at a Parent Meeting or in connection with a Parent Consent (the “Voting Rights”).


 


	3.2	Number
                                         of Votes



 


With
respect to all meetings of stockholders of the Parent at which holders of the shares of the Parent Common Stock are entitled to
vote (each, a “Parent Meeting”) and with respect to all written consents sought by the Parent from its stockholders
including the holders of the Parent Common Stock (each, a “Parent Consent”), the Shareholder shall be entitled
to cast and exercise one of the votes comprised in the Voting Rights for each Exchangeable Share owned of record by the Shareholder
on the record date established by the Parent or by applicable law for any Parent Meeting or any Parent Consent, as the case may
be (the “Votes”), in respect of each matter, question, proposal or proposition to be voted on at such Parent
Meeting or in connection with such Parent Consent.


 


	3.3	Copies
                                         of Stockholder Information



 


The
Parent will deliver to the Shareholder copies of all materials (including notices of any Parent Meeting), information statements,
reports (including without limitation, all interim and annual financial statements) and other written communications that, in
each case, are to be distributed from time to time to holders of the Parent Common Stock at the same time as such materials are
first sent to holders of the Parent Common Stock.


 




    	 



    	 



    


  


	3.4	Other
                                         Materials



 


As
soon as reasonably practicable after receipt by the Parent or stockholders of the Parent (if such receipt is known by the Parent)
of any material sent or given by or on behalf of a third party to holders of the Parent Common Stock generally, including without
limitation, dissident proxy and information circulars (and related information and material) and tender and exchange offer circulars
(and related information and material), the Parent shall use its reasonable efforts to obtain and deliver to the Shareholder copies
thereof.


 


	3.5	Termination
                                         of Voting Rights



 


All
of the rights of the Shareholder with respect to the Votes exercisable in respect of the Exchangeable Shares held by the Shareholder
shall be deemed to be surrendered by the Shareholder to the Parent, and the Votes and Voting Rights shall cease immediately upon
the delivery by the Shareholder of the certificates representing such Exchangeable Shares in connection with:


 


	 	(a)	the
                                         exercise by the Shareholder of the Exchange Right; or



 


		(b)	the
                                         occurrence of the automatic exchange of Exchangeable Shares for shares of the Parent
                                         Common Stock, as specified in Article 4,



 


unless,
in either case, the Parent shall not have delivered the requisite shares of the Parent Common Stock issuable in exchange for the
Exchangeable Shares to the Shareholder, or upon:


 


		(c)	the
                                         redemption of the Exchangeable Shares pursuant to Sections 6 or 7 of the Share Provisions;



 


		(d)	the
                                         effective date of the liquidation, dissolution or winding-up of the ExchangeCo pursuant
                                         to Section 5 of the Share Provisions; or



 


		(e)	the
                                         purchase of the Exchangeable Shares from the Shareholder by the ExchangeCo pursuant to
                                         the exercise by the ExchangeCo of the Retraction Call Right, the Redemption Call Right
                                         or the Liquidation Call Right.



 


ARTICLE
4


EXCHANGE
RIGHT AND AUTOMATIC EXCHANGE


 


	4.1	Grant
                                         and Ownership of the Exchange Right



 


The
Parent hereby grants to the Shareholder for the use and benefit of the Shareholder the right (the “Exchange Right”),
exercisable upon the occurrence and during the continuance of an Insolvency Event, to require the Parent to purchase from
the Shareholder all or any part of the Exchangeable Shares held by the Shareholder and the Automatic Exchange Rights, all in accordance
with the provisions of this Agreement. The Parent hereby acknowledges receipt from the Shareholder of good and valuable consideration
(and the adequacy thereof) for the grant of the Exchange Right and the Automatic Exchange Rights by the Parent to the Shareholder.
Subject to the terms and conditions of this Agreement, the Shareholder shall possess and be vested with full legal ownership of
the Exchange Right and the Automatic Exchange Rights and shall be entitled to exercise all of the rights and powers of an owner
with respect to the Exchange Right and the Automatic Exchange Rights, provided that the Shareholder shall:


 




    	 



    	 



    





 


		(a)	hold
                                         the Exchange Right and the Automatic Exchange Rights and the legal title thereto solely
                                         for the use and benefit of the Shareholder in accordance with the provisions of this
                                         Agreement; and



 


		(b)	except
                                         as specifically authorized by this Agreement, have no power or authority to exercise
                                         or otherwise deal in or with the Exchange Right or the Automatic Exchange Rights, and
                                         not exercise any such rights for any purpose other than the purposes of this Agreement.



 


	4.2	Legended
                                         Share Certificates



 


The
ExchangeCo will cause each certificate representing any of the Exchangeable Shares to bear an appropriate legend notifying the
Shareholder of:


 


(a)its
rights with respect to the exercise of the Exchange Right; and


 


(b)the
Automatic Exchange Rights.


 


	4.3	General
                                         Exercise of Exchange Right



 


The
Exchange Right shall be and remain vested in and exercisable by the Shareholder.


 


	4.4	Purchase
                                         Price



 


The
purchase price payable by the Parent for each of the Exchangeable Shares to be purchased by the Parent under the Exchange Right
shall be an amount per share equal to:


 


		(a)	the
                                         Current Market Price of one share of the Parent Common Stock on the last Business Day
                                         prior to the day of closing of the purchase and sale of the Exchangeable Shares under
                                         the Exchange Right, which shall be satisfied in full by the Parent causing to be sent
                                         to such holder one share of the Parent Common Stock; plus
	 	 	 
		(b)	to
                                         the extent not paid by the ExchangeCo, an additional amount equivalent to the full amount
                                         of all declared and unpaid dividends on each of the Exchangeable Shares held by such
                                         holder on any dividend record date which occurred prior to the closing of the purchase
                                         and sale.



 


In
connection with each exercise of the Exchange Right, the Parent shall provide to the Shareholder an Officers Certificate setting
forth the calculation of the purchase price for each of the Exchangeable Shares. The purchase price for each of the Exchangeable
Shares so purchased may be satisfied only by the Parent issuing and delivering or causing to be delivered to the Shareholder one
share of the Parent Common Stock and on the applicable payment date a cheque for the balance, if any, of the purchase price without
interest (but less any amounts withheld pursuant to Section 4.14).


 




    	 



    	 



    





 


	4.5	Exercise
                                         Instructions



 


Subject
to the terms and conditions herein set forth, the Shareholder shall be entitled, upon the occurrence and during the continuance
of an Insolvency Event, to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in
the name of the Shareholder on the books of the ExchangeCo. To cause the exercise of the Exchange Right, the Shareholder shall
deliver to the Parent the certificates representing the Exchangeable Shares which such Shareholder desires Parent to purchase,
duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer
of Exchangeable Shares under the Canada Business Corporations Act and the articles of the ExchangeCo and such additional
documents and instruments as the Parent or the ExchangeCo may reasonably require, together with:


 


		(a)	a
                                         duly completed form of notice of exercise of the Exchange Right, contained on the reverse
                                         of or attached to the Exchangeable Share certificates, stating:



 


		(i)	that
                                         the Shareholder exercises the Exchange Right so as to require the Parent to purchase
                                         from the Shareholder the number of the Exchangeable Shares specified therein;



 


		(ii)	that
                                         the Shareholder has good title to and owns all the Exchangeable Shares to be acquired
                                         by the Parent free and clear of all liens, claims, security interests, adverse claims
                                         and encumbrances;



 


		(iii)	the
                                         names in which the certificates representing the shares of the Parent Common Stock issuable
                                         in connection with the exercise of the Exchange Right are to be issued; and



 


		(iv)	the
                                         names and addresses of the Persons to whom such new certificates should be delivered;
                                         and



 


		(b)	payment
                                         (or evidence satisfactory to the ExchangeCo and the Parent of payment) of the taxes (if
                                         any) payable as contemplated by Section 4.8 of this Agreement.



 


If
only a part of the Exchangeable Shares represented by any certificate or certificates are to be purchased by the Parent under
the Exchange Right, a new certificate for the balance of the Exchangeable Shares shall be issued to the holder at the expense
of the ExchangeCo.


 


	4.6	Delivery
                                         of Parent Common Stock; Effect of Exercise



 


	 	(a)	Promptly
                                         after receipt of the certificates representing the Exchangeable Shares which the Shareholder
                                         desires the Parent to purchase under the Exchange Right, together with such documents
                                         and instruments of transfer and a duly completed form of notice of exercise of the Exchange
                                         Right (and payment of taxes, if any, payable as contemplated by Section 4.8 or evidence
                                         thereof), duly endorsed for transfer to the Parent, the Parent shall deliver or cause
                                         to be delivered to the Shareholder (or to such other Persons, if any, properly designated
                                         by the Shareholder) the number of shares of the Parent Common Stock issuable in connection
                                         with the exercise of the Exchange Right, and on the applicable payment date cheques for
                                         the balance, if any, of the total purchase price therefor without interest (but less
                                         any amounts withheld pursuant to Section 4.14), provided, however, that no such delivery
                                         shall be made unless and until the Shareholder shall have paid (or provided evidence
                                         satisfactory to the ExchangeCo and the Parent of the payment of) the taxes (if any) payable
                                         as contemplated by Section 4.8 of this Agreement.



 




    	 



    	 



    


 


		(b)	Immediately
                                         upon receipt of the certificates representing the Exchangeable Shares, the closing of
                                         the transaction of purchase and sale contemplated by the Exchange Right shall be deemed
                                         to have occurred and the Shareholder shall be deemed to have transferred to the Parent
                                         all of the Shareholder’s right, title and interest in and to such Exchangeable
                                         Shares, shall cease to be a holder of such Exchangeable Shares and shall not be entitled
                                         to exercise any of the rights of a holder in respect thereof, other than the right to
                                         receive its proportionate part of the total purchase price for such Exchangeable Shares
                                         (together with a cheque for the balance, if any, of the total purchase price therefor
                                         without interest (but less any amounts withheld pursuant to Section 4.14)).



 


		(c)	If
                                         the requisite number of shares of the Parent Common Stock is not allotted, issued and
                                         delivered by the Parent to the Shareholder within five Business Days of the date set
                                         out in Section 4.6(b), and cheque for the balance, if any, of the total purchase price
                                         for such Exchangeable Shares is not issued and delivered to the Shareholder on the applicable
                                         payment date, the rights of the Shareholder shall remain unaffected until such shares
                                         of the Parent Common Stock are so allotted, issued and delivered by the Parent and any
                                         such cheque is issued and delivered by the Parent.



 


		(d)	Concurrently
                                         with the Shareholder ceasing to be a holder of Exchangeable Shares, the Shareholder shall
                                         be considered and deemed for all purposes to be the holder of the shares of the Parent
                                         Common Stock delivered to it pursuant to the Exchange Right.



 


Exercise
of Exchange Right Subsequent to Retraction


 


	 	(a)	In
                                         the event that the Shareholder has exercised its right under Section 6 of the Share Provisions
                                         to require the ExchangeCo to redeem any or all of the Exchangeable Shares held by the
                                         Shareholder (the “Retracted Shares”) and is notified by the ExchangeCo
                                         pursuant to Section 6(f) of the Share Provisions that the ExchangeCo will not be permitted
                                         as a result of solvency requirements of applicable law to redeem all such Retracted Shares,
                                         and provided that the ExchangeCo shall not have exercised the Retraction Call Right with
                                         respect to the Retracted Shares and that the Shareholder has not revoked the retraction
                                         request delivered to the ExchangeCo pursuant to Section 6(a) of the Share Provisions,
                                         the retraction request will constitute and will be deemed to constitute notice from the
                                         Shareholder to the Parent for the exercise of the Exchange Right with respect to those
                                         Retracted Shares that the ExchangeCo is unable to redeem, and the Shareholder will exercise
                                         the Exchange Right with respect to the Retracted Shares that the ExchangeCo is not permitted
                                         to redeem.



 






    	 



    	 



    

 


	 	(b)	The
                                         ExchangeCo hereby agrees to immediately notify the Shareholder of the prohibition against
                                         the ExchangeCo redeeming all of the Retracted Shares, and will require the Parent to
                                         purchase such shares in accordance with the provisions of this Article 4.



 


	4.8	Stamp
                                         or Other Transfer Taxes



 


Upon
any sale of any of the Exchangeable Shares to the Parent pursuant to the Exchange Right or the Automatic Exchange Rights, the
share certificate or certificates representing the shares of the Parent Common Stock to be delivered in connection with the payment
of the total purchase price therefor shall be issued in the name of the Shareholder or in such names as the Shareholder may otherwise
direct in writing without charge to the Shareholder; provided, however, that the Shareholder:


 


		(a)	shall
                                         pay (and neither of the Parent or the ExchangeCo shall be required to pay) any documentary,
                                         stamp, transfer or other taxes that may be payable in respect of any transfer involved
                                         in the issuance or delivery of such shares to a Person other than such Shareholder; or



 


		(b)	shall
                                         have evidenced to the satisfaction of the Parent and the ExchangeCo that such taxes,
                                         if any, have been paid.



 


	4.9	Notice
                                         of Insolvency Event



 


As
soon as practicable following the occurrence of an Insolvency Event or any event that with the giving of notice or the passage
of time or both would be an Insolvency Event, the ExchangeCo and the Parent shall give written notice thereof to the Shareholder.


 


	4.10	Qualification
                                         of Parent Common Stock



 


The
Parent will in good faith expeditiously take all such reasonable actions and do all such reasonable things as are necessary or
desirable to cause all shares of the Parent Common Stock to be delivered pursuant to the Exchange Right or the Automatic Exchange
Rights to be listed, quoted or posted for trading on all stock exchanges and quotation systems on which the outstanding Parent
Common Stock have been listed by the Parent and remain listed and are quoted or posted for trading at such time. The Shareholder
acknowledges and agrees that none of the shares of the Parent Common Stock have been or will be registered under the United States
Securities Act of 1933, as amended, (the “1933 Act”), or under any securities or “blue sky”
laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly
or indirectly, to any U.S. Person (as defined in Section 6.2), except in accordance with the provisions of Regulation S under
the 1933 Act (“Regulation S”), pursuant to an effective registration statement under the 1933 Act, or pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act, and in each case only
in accordance with applicable state, provincial and foreign securities laws. The Shareholder further acknowledges and agrees that
the Parent has not undertaken, and will have no obligation, to register any of the shares of the Parent Common Stock under the
1933 Act or any other securities legislation.


 




    	 



    	 



    





 


	4.11	Parent
                                         Common Stock



 


The
Parent hereby represents, warrants and covenants that the shares of the Parent Common Stock issuable as described herein will
be duly authorized and validly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance.


 


	4.12	Prohibition
                                         on Voluntary Liquidation



 


The
Parent covenants that it shall not take any action relating to a voluntary liquidation, dissolution or winding-up of the ExchangeCo
or its successors, prior to the Redemption Date (as defined in the Share Provisions) unless prior to such liquidation, dissolution
or winding-up the Parent shall have taken such actions to ensure that it is possible for the Shareholder to extend through to
the Redemption Date (subject to the continuing effect of other provisions of this Agreement which may permit the redemption or
other termination of the Exchangeable Shares prior to the Redemption Date) the deferral of any gain incurred by the Shareholder
that would otherwise have been recognized at the effective time as a result of the consummation of the transactions contemplated
by the Acquisition Agreement.


 


	4.13	Automatic
                                         Exchange on Liquidation of the Parent



 


(a)
The Parent will give the Shareholder notice of each of the following events at the time set forth below:


 


		(i)	in
                                         the event of any determination by the Board of Directors of the Parent to institute voluntary
                                         liquidation, dissolution or winding-up proceedings with respect to the Parent or to effect
                                         any other distribution of assets of the Parent among its shareholders for the purpose
                                         of winding up its affairs, at least 60 days prior to the proposed effective date of such
                                         liquidation, dissolution, winding-up or other distribution; and



 


		(ii)	as
                                         soon as practicable following the earlier of (A) receipt by the Parent of notice of,
                                         and (B) the Parent otherwise becoming aware of, any threatened or instituted claim, suit,
                                         petition or other proceedings with respect to the involuntary liquidation, dissolution
                                         or winding-up of the Parent or to effect any other distribution of assets of the Parent
                                         among its shareholders for the purpose of winding up its affairs, in each case where
                                         the Parent has failed to contest in good faith any such proceeding commenced in respect
                                         of the Parent within 30 days of becoming aware thereof,



 


each,
a “Liquidation Event”.


 




    	 



    	 



    





 


		(b)	In
                                         order that the Shareholder will be able to participate on a pro rata basis with the holders
                                         of the Parent Common Stock in the distribution of assets of the Parent in connection
                                         with a Liquidation Event, on the fifth Business Day prior to the effective date (the
                                         “Liquidation Event Effective Date”) of a Liquidation Event all of
                                         the then outstanding Exchangeable Shares shall be automatically exchanged for shares
                                         of the Parent Common Stock. To effect such automatic exchange, the Parent shall purchase
                                         on the fifth Business Day prior to the Liquidation Event Effective Date each Exchangeable
                                         Share then outstanding and held by the Shareholder, and the Shareholder shall sell the
                                         Exchangeable Shares held by it at such time, for a total purchase price per share equal
                                         to:



 


		(i)	the
                                         Current Market Price of one share of the Parent Common Stock on the fifth Business Day
                                         prior to the Liquidation Event Effective Date, which shall be satisfied in full by the
                                         Parent issuing to the Shareholder one share of the Parent Common Stock; and



 


		(ii)	to
                                         the extent not paid by the ExchangeCo, an additional amount equivalent to the full amount
                                         of all declared and unpaid dividends on each such Exchangeable Share held by the Shareholder
                                         on any dividend record date which occurred prior to the date of the exchange.



 


		(c)	In
                                         connection with such automatic exchange, the Parent will provide to the Shareholder an
                                         Officers Certificate setting forth the calculation of the purchase price for each of
                                         the Exchangeable Shares.



 


		(d)	On
                                         the fifth Business Day prior to the Liquidation Event Effective Date, the closing of
                                         the transaction of purchase and sale contemplated by the automatic exchange of Exchangeable
                                         Shares for shares of the Parent Common Stock shall be deemed to have occurred, and the
                                         Shareholder shall be deemed to have transferred to the Parent all of the Shareholder’s
                                         right, title and interest in and to the Shareholder’s Exchangeable Shares and shall
                                         cease to be a holder of such Exchangeable Shares and the Parent shall issue to the Shareholder
                                         the shares of the Parent Common Stock issuable upon the automatic exchange of Exchangeable
                                         Shares for shares of the Parent Common Stock and on the applicable payment date shall
                                         deliver to the Shareholder a cheque for the balance, if any, of the total purchase price
                                         for such Exchangeable Shares without interest but less any amounts withheld pursuant
                                         to Section 4.14. Concurrently with the Shareholder ceasing to be a holder of Exchangeable
                                         Shares, the Shareholder shall be considered and deemed for all purposes to be the holder
                                         of the shares of the Parent Common Stock issued pursuant to the automatic exchange of
                                         Exchangeable Shares for shares of the Parent Common Stock and the certificates held by
                                         the Shareholder previously representing the Exchangeable Shares exchanged by the Shareholder
                                         with the Parent pursuant to such automatic exchange shall thereafter be deemed to represent
                                         shares of the Parent Common Stock issued to the Shareholder by the Parent pursuant to
                                         such automatic exchange. Upon the request of the Shareholder and the surrender by the
                                         Shareholder of Exchangeable Share certificates deemed to represent shares of the Parent
                                         Common Stock, duly endorsed in blank and accompanied by such instruments of transfer
                                         as the Parent may reasonably require, the Parent shall deliver or cause to be delivered
                                         to the Shareholder certificates representing shares of the Parent Common Stock of which
                                         the Shareholder is the holder.



 




    	 



    	 



    





 


	4.14	Withholding
                                         Rights



 


The
Parent and the ExchangeCo shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement
to the Shareholder such amounts as the Parent or ExchangeCo is required or permitted to deduct and withhold with respect to such
payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial,
state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld
amounts shall be treated for all purposes as having been paid to the Shareholder in respect of which such deduction and withholding
was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the
amount so required or permitted to be deducted or withheld from any payment to the Shareholder exceeds the cash portion of the
consideration otherwise payable to the Shareholder, the Parent and the ExchangeCo are hereby authorized to sell or otherwise dispose
of such portion of the consideration as is necessary to provide sufficient funds to the Parent or the ExchangeCo, as the case
may be, to enable it to comply with such deduction or withholding requirement and the Parent or the ExchangeCo shall notify the
Shareholder thereof and remit to the Shareholder any unapplied balance of the net proceeds of such sale.


 


ARTICLE
5 


FURTHER
COVENANTS


 


	5.1	Income
                                         Tax Returns and Reports



 


The
Shareholder shall, to the extent necessary, prepare and file appropriate United States and Canadian income tax returns and any
other returns or reports as may be required by applicable law and in connection therewith may obtain the advice of and assistance
from such experts as the Shareholder may reasonably consider necessary or advisable.


 


	5.2	Evidence
                                         and Authority to Shareholder



 


The
Parent and/or the ExchangeCo shall furnish to the Shareholder evidence of compliance with the conditions provided for in this
Agreement relating to any action or step required or permitted to be taken by the Parent and/or the ExchangeCo under this Agreement
or as a result of any obligation imposed under this Agreement, including, without limitation, in respect of the Voting Rights
or the Exchange Right or the Automatic Exchange Rights and the taking of any other action to be taken by the Shareholder at the
request of or on the application of the Parent and/or the ExchangeCo promptly if and when:


 




    	 



    	 



    





 


	 	(a)	such
                                         evidence is required by any other section of this Agreement to be furnished to the Shareholder
                                         in accordance with the terms of this Section 5.2; or



 


		(b)	the
                                         Shareholder, in the exercise of its rights, powers, duties and authorities under this
                                         Agreement, gives the Parent and/or the ExchangeCo written notice requiring it to furnish
                                         such evidence in relation to any particular action or obligation specified in such notice.



 


Such
evidence shall consist of an Officers Certificate of the Parent and/or the ExchangeCo or a statutory declaration or a certificate
made by Persons entitled to sign an Officers Certificate stating that any such condition has been complied with in accordance
with the terms of this Agreement.


 


Whenever
such evidence relates to a matter other than the Voting Rights or the Exchange Right or the Automatic Exchange Rights or the taking
of any other action to be taken by the Shareholder at the request or on the application of the Parent and/or the ExchangeCo, and
except as otherwise specifically provided herein, such evidence may consist of a report or opinion of any solicitor, attorney,
auditor, accountant, appraiser, valuer, engineer or other expert or any other Person whose qualifications give authority to a
statement made by him, provided that if such report or opinion is furnished by a director, officer or employee of the Parent and/or
the ExchangeCo it shall be in the form of an Officers Certificate or a statutory declaration.


 


Each
statutory declaration, Officers Certificate, opinion or report furnished to the Shareholder as evidence of compliance with a condition
provided for in this Agreement shall include a statement by the Person giving the evidence:


 


	(a)	declaring
                                         that he has read and understands the provisions of this Agreement relating to the condition
                                         in question;



 


	(b)	describing
                                         the nature and scope of the examination or investigation upon which he based the statutory
                                         declaration, certificate, statement or opinion; and



 


	(c)	declaring
                                         that he has made such examination or investigation as he believes is necessary to enable
                                         him to make the statements or give the opinions contained or expressed therein.



 


ARTICLE
6 


PARENT
SUCCESSORS


 


	6.1	Certain
                                         Requirements in Respect of Combination, etc.



 


The
Parent shall not consummate any transaction (whether by way of reconstruction, reorganization, consolidation, merger, transfer,
sale, lease or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of
any other Person or, in the case of a merger, of the
continuing corporation resulting therefrom unless, but may do so if such other Person or continuing corporation (the “Parent
Successor”), by operation of law, becomes, without more, bound by the terms and provisions
of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement
supplemental hereto to evidence the assumption by the Parent Successor of liability for all moneys payable and property deliverable
hereunder and the covenant of the Parent Successor to pay and deliver or cause to be delivered the same and its agreement to observe
and perform all the covenants and obligations of the Parent under this Agreement.


 




    	 



    	 



    





 


	6.2	Vesting
                                         of Powers in Successor



 


Whenever
the conditions of Section 6.1 have been duly observed and performed, the Shareholder and, if required by Section 6.1, the Parent
Successor and the ExchangeCo shall execute and deliver the supplemental agreement provided for in Article 7 and thereupon the
Parent Successor shall possess and from time to time may exercise each and every right and power of the Parent under this Agreement
in the name of the Parent or otherwise and any act or proceeding by any provision of this Agreement required to be done or performed
by the Board of Directors of the Parent or any officers of the Parent may be done and performed with like force and effect by
the directors or officers of such Parent Successor.


 


	6.3	Wholly-Owned
                                         Subsidiaries



 


Nothing
herein shall be construed as preventing the amalgamation or merger of any wholly-owned direct or indirect subsidiary of the Parent
with or into the Parent or the winding-up, liquidation or dissolution of any wholly-owned subsidiary of the Parent provided that
all of the assets of such subsidiary are transferred to the Parent or another wholly-owned direct or indirect subsidiary of the
Parent and any such transactions are expressly permitted by this Article 6.


 


ARTICLE
7


AMENDMENTS
AND SUPPLEMENTAL AGREEMENTS


 


	7.1	Amendments,
                                         Modifications, etc.



 


This
Agreement may not be amended or modified except by an agreement in writing executed by the Parent, the ExchangeCo and the Shareholder,
and approved in accordance with Section 9(b) of the Share Provisions.


 


	7.2	Ministerial
                                         Amendments



 


Notwithstanding
the provisions of Section 7.1, the parties to this Agreement may in writing, at any time and from time to time, amend or modify
this Agreement for the purposes of:


 




    	 



    	 



    





 


		(a)	making
                                         such amendments or modifications not inconsistent with this Agreement as may be necessary
                                         or desirable with respect to matters or questions which, in the good faith opinion of
                                         the Board of Directors of each of the Parent, the ExchangeCo and the Shareholder, it
                                         may be expedient to make; or



 


		(b)	making
                                         such changes or corrections which, on the advice of counsel to the Parent, the ExchangeCo
                                         and the Shareholder, are required for the purpose of curing or correcting any ambiguity
                                         or defect or inconsistent provision or clerical omission or mistake or manifest error.



 


	7.3	Changes
                                         in Capital of the Parent and the ExchangeCo



 


At
all times after the occurrence of any event contemplated pursuant to Section 2.7 or 2.8 of the Exchangeable Share Support Agreement
or otherwise, as a result of which either the shares of the Parent Common Stock or the Exchangeable Shares or both are in any
way changed, this Agreement shall forthwith be amended and modified as necessary in order that it shall apply with full force
and effect, mutatis mutandis, to all new securities into which the shares of the Parent Common Stock or the Exchangeable
Shares or both are so changed and the parties hereto shall execute and deliver a supplemental agreement giving effect to and evidencing
such necessary amendments and modifications.


 




	7.4	Execution
                                         of Supplemental Agreements



 


No
amendment to or modification or waiver of any of the provisions of this Agreement otherwise permitted hereunder shall be effective
unless made in writing and signed by all of the parties hereto. From time to time the ExchangeCo, the Parent and the Shareholder,
all when authorized by a resolution of their respective Board of Directors, may, subject to the provisions of these presents,
and they shall, when so directed by these presents, execute and deliver by their proper officers or other instruments supplemental
hereto, which thereafter shall form part hereof, for any one or more of the following purposes:


 


		(a)	evidencing
                                         the succession of the Parent Successors and the covenants of and obligations assumed
                                         by each such Parent Successor in accordance with the provisions of Article 6 and Section
                                         8.2;



 


		(b)	making
                                         any additions to, deletions from or alterations of the provisions of this Agreement or
                                         the Voting Rights, the Exchange Right or the Automatic Exchange Rights which are necessary
                                         or advisable in order to incorporate, reflect or comply with any legislation the provisions
                                         of which apply to the Parent, the ExchangeCo, the Shareholder or this Agreement; and



 


		(c)	for
                                         any other purposes not inconsistent with the provisions of this Agreement, including
                                         without limitation, to make or evidence any amendment or modification to this Agreement
                                         as contemplated hereby.



 




    	 



    	 



    





 


ARTICLE
8


TERMINATION
AND ASSIGNMENT


 


	8.1	Term



 


This
Agreement shall continue until the earliest to occur of the following events:


 


	 	(a)	no
                                         outstanding Exchangeable Shares are held by the Shareholder;



 


		(b)	each
                                         of the Parent and the ExchangeCo elect in writing to terminate the Agreement and such
                                         termination is approved by the Shareholder in accordance with Section 9(b) of the Share
                                         Provisions; and



 


	 	(c)	21
                                         years from the date of this Agreement.



 


	8.2	Assignment
                                         by Shareholder



 


This
Agreement may not be assigned by the Shareholder without the prior written consent of the Parent and the ExchangeCo, not to be
unreasonably withheld.


 


ARTICLE
9 


GENERAL


 


	9.1	Severability



 


If
any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the
remainder of this Agreement shall not in any way be affected or impaired thereby and the Agreement shall be carried out as nearly
as possible in accordance with its original terms and conditions.


 


	9.2	Enurement



 


This
Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns.


 


	9.3	Notices
                                         to Parties



 


Any
notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and
shall be deemed properly delivered, given and received (a) upon receipt when delivered by hand, or (b) two business days after
sent by registered mail or by courier or express delivery service or by electronic transmission (email or facsimile), provided
that in each case the notice or other communication is sent to the address, email address or facsimile telephone number set forth
beneath the name of such party below (or to such other address, email address or facsimile telephone number as such party shall
have specified in a written notice given to the other parties hereto):


 




    	 



    	 



    





 


(a)
if to the Parent or the ExchangeCo:


 


Quest
Solution, Inc.


PO
Box 22736 


Eugene,
OR 97402


 


Attn:
Tom Miller


Email:
tmiller@questsolution.com


 


with
a copy (but not as notice) to:


 


Baker,
Donelson, Bearman, Caldwell & Berkowitz, PC


Monarch
Plaza, Suite 1600


3414
Peachtree Road, N.E.


Atlanta,
GA 30326-1164


 


Attn.:
Joseph R. Delgado, Esq.


 


Email:
jdelgado@bakerdonelson.com 


Fax:
678-406-8836


 


(b)
if to the Shareholder:


 


8102
Route Transcanadienne


Montreal,
Quebec H4S 1M5


 


Attn.:
Gilles Gaudreault


 


Email:
ggaudreault@viascanqdata.com 


Fax
: 514-956-0326


 


with
a copy (but not as notice) to:


 


Martel,
Cantin Lawyers 


1010
Sherbrooke St. W, Suite 605 


Montreal,
Quebec, H3A 2R7


 


Attn.:
Thierry L. Martel


 


Email:
thierrymartel@martelcantin.ca


Fax:
514-844-2087


 


	9.4	Counterparts



 


This
Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute
one and the same instrument.


 


	9.5	Jurisdiction



 


This
Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada
applicable therein (excluding any conflict of laws, rule or principle which might refer such construction to the laws of another
jurisdiction) and shall be treated in all respects as a British Columbia contract. The parties hereto irrevocably attorn to the
non-exclusive jurisdiction of the courts of British Columbia with respect to any matter arising hereunder or related thereto.


 


[Signature
page follows]


  




    	 



    	 



    


 


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


 


	QUEST
    SOLUTION, INC.	 
	 	 
	Per:	/s/
    Tom Miller	 
	 	Authorized
    Signatory	 
	 	 	 
	QUEST
    EXCHANGE LTD.	 
	 	 
	Per:	/s/ Tom Miller	 
	 	Authorized
    Signatory	 
	 	 	 
	VIASCAN
    GROUP INC.	 
	 	 
	Per:	/s/
    Denis Kurdi	 
	 	Authorized
    Signatory