AMENDMENT
TO SECURED PROMISSORY NOTE


 


This
Amendment to the Secured Promissory Note (this “Amendment”) is made as of this 30th day of November, 2016 by
and among Quest Solution, Inc., Quest Marketing, Inc., Bar Code Specialties, Inc., Quest Exchange Ltd., and their subsidiaries
and/or affiliates, with principal offices at 860 Conger Street, Eugene, Oregon 97402 (collectively, “Quest”), and
ScanSource, Inc., a South Carolina corporation and/or its subsidiaries and affiliates (collectively, “ScanSource”),
and, in consideration of the mutual covenants herein contained and benefits to be derived herefrom.


 


W
I T N E S S E T H:


 


WHEREAS,
ScanSource and/or its subsidiaries and affiliates have, from time to time, extended trade and other credit to Quest; and


 


WHEREAS,
Quest, Quest Solution Canada Inc., and ScanSource have entered into that certain Secured Promissory Note in the original principal
amount of Twelve Million Four Hundred Ninety-Two Thousand One Hundred Thirty-Six and 51/100 Dollars ($12,492,136.51) dated as
of July 1, 2016 (the “Note”); and


 


WHEREAS,
ScanSource and Quest desire to amend the Note as described herein;


 


NOW,
THEREFORE, in consideration of the premises contained herein, the parties hereto agree as follows:


 


1.       Definitions.
All capitalized terms used herein and not otherwise defined shall have the same meaning herein as in the Note, as applicable.


 


2.       Release
of Quest Solution Canada Inc. Quest Solution Canada Inc. is hereby removed as a “Debtor” for all purposes under
the Note.


 


3.       Amendment
to Note. The Note is hereby amended as follows:




 


(a)       The
opening paragraph of the Note is hereby amended by replacing “December 31, 2016 (the “Maturity Date”)”
therein with “March 31, 2017 (the “Maturity Date”).”


 


(b)       Section
1 is hereby amended and restated in its entirety to read as follows:


 


“1.
Principal and Interest Payments


 


The
Principal amount of the Note shall be repaid in Four (4) consecutive monthly installments of principal and accrued interest
with any remaining Principal and accrued interest due and payable on the Maturity Date. The first such installment in the
principal amount of a minimum of Four Hundred Thousand and 00/100 Dollars ($400,000.00), plus all accrued interest on the
Principal through such payment date, shall be due by December 15, 2016, and each remaining installment of Principal and
interest shall be paid monthly and due by the fifteenth (15th) day of each succeeding month, in a minimum principal amount of
Four Hundred Thousand and 00/100 Dollars ($400,000.00) each, plus all accrued interest on the Principal through such payment
date. In addition to the monthly installment payments, an additional principal payment of Three Hundred Thousand and 00/100
Dollars ($300,000.00) shall be due upon the earlier of (i) December 15, 2016, 2016 and (ii) the closing of the sale of Quest
Solution Canada Inc. to Viascan Group Inc. The remaining Principal balance of this Note and all accrued interest shall be due
and payable in full on the Maturity Date. Interest shall be charged at the rate of Twelve percent (12.0%) per annum starting
on July 1, 2016; provided, that following the occurrence and during the continuance of an Event of Default (as defined in
Section 5 herein), interest on the Principal shall accrue at the Default Rate (as defined in Section 5 herein) and shall be
due and payable on demand.”


 




    	 



     

    

 


(c)       Each
of the following documents entered into after the date of the Note shall be deemed to be “Transaction Documents” for
all purposes under the Note and the other Transaction Documents:


 


(i)
any letter of credit issued for the benefit of ScanSource and/or its subsidiaries or affiliates at the request of Thomas Owen
Miller, as applicant; (ii) any letter of credit issued for the benefit of ScanSource and/or its subsidiaries or affiliates at
the request of George Eremia Zicman, as applicant; (iii) that certain Letter Agreement dated November 30, 2016, by and among ScanSource,
Thomas Owen Miller and George Eremia Zicman; (iv) that certain Pledge Agreement, dated on or about the date hereof, by Thomas
Owen Miller in favor of ScanSource and/or its subsidiaries or affiliates, and all documents, instruments and agreements entered
into in connection therewith; (v) that certain Pledge Agreement, dated on or about the date hereof, by George Eremia Zicman in
favor of ScanSource and/or its subsidiaries or affiliates, and all documents, instruments and agreements entered into in connection
therewith; (vi) that certain Consent and Limited Release Letter dated as of November 30, 2016; and (vii) that certain Collateral
Assignment Agreement dated November 30, 2016 in favor of ScanSource


 


(d)       Each
of Thomas Owen Miller and George Eremia Zicman shall be deemed to be “Obligors” for all purposes under the Note and
the other Transaction Documents. For the avoidance of doubt, the liability of Thomas Owen Miller to ScanSource under his respective
letter of credit and George Eremia Zicman to ScanSource under his respective letter of credit will be limited to Three Hundred
Thousand and 00/100 Dollars ($300,000.00) and Four Hundred Thousand and 00/100 Dollars (400,000.00), respectively.


 


 4.        Miscellaneous.




 


(a)       This
Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed
and delivered shall be an original, and all of which together shall constitute one instrument.


 


(b)       This
Amendment expresses the entire understanding of the parties with respect to the transactions contemplated hereby. No prior negotiations
or discussions shall limit, modify, or otherwise affect the provisions hereof.


 


(c)       Any
determination that any provision of this Amendment or any application hereof is invalid, illegal or unenforceable in any respect
and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the
validity, legality or enforceability of any other provisions of this Amendment.


 




    	 



     

    

 


(d)       Quest
warrants and represents that it has consulted with independent legal counsel of its selection in connection with this Amendment
and is not relying on any representations or warranties of ScanSource or its counsel in entering into this Amendment.


 


(e)       As
of November 16, 2016, the outstanding principal balance on the Note owing to ScanSource was equal to Eleven Million One Hundred
Ten Thousand Six and 46/100 Dollars ($11,110,006.46), which amount Quest acknowledges and agrees is due and owing without setoff,
defense or counterclaim.


 


(f)       Quest
acknowledges and agrees that (i) ScanSource has at all times acted in good faith with respect to the Note and any other matter,
(ii) ScanSource has not exercised any control over the business affairs of Quest, and (iii) Quest has no claims against ScanSource,
whether for actions taken or not taken. To the extent that Quest may have any such claim, defense, setoff or counterclaim or any
other recoupments, Quest releases and forever discharges each of ScanSource and its present and former affiliates and subsidiaries,
predecessors in interest, present and former officers, agents, directors, attorneys and employees, and the respective heirs, executors,
successors and assigns of all of the foregoing, whether past, present or future (collectively with ScanSource, the “ScanSource
Affiliates”) of and from any and all manner of action and actions, cause and causes of action, suits, rights, debts, torts,
controversies, damages, judgments, executions, recoupments, claims and demands whatsoever, asserted or unasserted, in law or in
equity which, against any ScanSource Affiliate, Quest ever had or now has by reason of any matter, cause, causes or thing whatsoever,
including, without limitation, any presently existing claim, recoupment, or defense, whether or not presently suspected, contemplated
or anticipated.


 


THIS
AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


[Signature
Page to Follow]


 




    	 



     

    

 


IN
WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed and delivered by its proper and duly authorized
officer as of the date set forth above.


 


	 	QUEST
    SOLUTION, INC.
	 	 	 
	 	By:	/s/
    Thomas Owen Miller
	 	Name:  	Thomas
    Owen Miller
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	QUEST
    MARKETING, INC.
	 	 	 
	 	By:	/s/
    Thomas Owen Miller   
	 	Name:	Thomas
Owen Miller
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	BAR
    CODE SPECIALTIES, INC.
	 	 	 
	 	By:	/s/
    Thomas Owen Miller   
	 	Name:  	Thomas
    Owen Miller
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	QUEST
    EXCHANGE LTD.
	 	 	 
	 	By:	/s/
    Thomas Owen Miller   
	 	Name:	Thomas
Owen Miller
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	SCANSOURCE,
    INC.
	 	 	 
	 	By:	/s/
    Cleveland McBeth, Jr.  
	 	Name:	Cleveland
McBeth, Jr.
	 	Title:	Vice
    President, Worldwide Reseller Financial Services