PLACEMENT
AGENCY AGREEMENT


 


April
4, 2019


 


ThinkEquity,
a division of Fordham Financial Management, Inc.


17
State Street, 22nd Floor New York, NY 10004


 


Ladies
and Gentlemen:


 


Introduction.
Subject to the terms and conditions herein (this “Agreement”) and the Transaction Documents (defined below),
Quest Solution, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $7,000,000
of securities, consisting of shares (each a “Share” and collectively, the “Shares”) of common
stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase Common Stock (the “Warrants”),
directly to various investors (each, an “Investor” and, collectively, the “Investors”) through
ThinkEquity, a division of Fordham Financial Management, Inc. (the “Placement Agent”), as placement agent.
The Securities (as defined herein) shall be offered and sold pursuant to Section 4(a)(2) under the Securities Act of 1933, as
amended (the “Securities Act”). The documents executed and delivered in connection with the Offering (as defined
below), including, without limitation, this Agreement, a securities purchase agreement (the “Purchase Agreement”),
the Warrants, and a registration rights agreement (the “RRA”) shall be collectively referred to herein as the
“Transaction Documents.” The Purchase Price to the Investors for each Share and related Warrants is $0.30.
The exercise price to the Investors for each share of Common Stock issuable upon exercise of the Warrants is $0.35. The Placement
Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering
(as defined below). The Shares, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant
Shares”) are hereafter referred to as the “Securities”).


 


The
Company hereby confirms its agreement with the Placement Agent as follows:


 


Section
1. Agreement to Act as Placement Agent.


 


(a)
On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and
conditions of this Agreement, the Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale
by the Company of the Securities pursuant to Section 4(a)(2) under the Securities Act, with the terms of such offering (the “Offering”)
to be subject to market conditions and negotiations between the Company, the Placement Agent and the prospective Investors. The
Placement Agent will act on a reasonable best efforts basis and the Company agrees and acknowledges that there is no guarantee
of the successful placement of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will
the Placement Agent or any of its “Affiliates” (as defined below) be obligated to underwrite or purchase any of the
Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s
agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer
to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such
offer, in whole or in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the
Securities shall be made at one or more closings (each a “Closing” and the date on which each Closing occurs,
a “Closing Date”). As compensation for services rendered, on each Closing Date, the Company shall pay to the
Placement Agent the fees and expenses set forth below:


 


(i)
A cash fee equal to 8% of the gross proceeds received by the Company from the sale of the Securities at the Closing of the Offering
to Investors (the “Placement Agent’s Fee”).


 


(ii)
The Company also agrees to pay to the Placement Agent up to $160,000 for out-of-pocket expenses, of which $37,500 has been previously
paid.


 






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(b)
The Company hereby agrees to issue and sell to the Placement Agent (and/or its designees) on the Closing Date five and one-half
(5.5) years warrants (“Placement Agent’s Warrants”) to purchase such number of shares of Common Stock
equal to 7% of the Shares sold in the Offering at an exercise price of $0.35 per share. The Placement Agent’s Warrant agreement,
shall be exercisable, in whole or in part, commencing on the issuance date and, except as set forth herein, will have the same
terms as the Warrants issued to the Investors. The Placement Agent’s Warrant Agreement and the shares of Common Stock issuable
upon exercise thereof are hereinafter referred to together as the “Placement Agent’s Securities.” The
Placement Agent understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring
the Placement Agent’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days
after the Closing Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate
the Placement Agent’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative,
put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred
eighty (180) days following the Closing Date to anyone other than (i) a selected dealer in connection with the Offering, or (ii)
a bona fide officer or partner of the Placement Agent or selected dealer; and only if any such transferee agrees to the foregoing
lock-up restrictions. Delivery of the Placement Agent’s Warrant Agreement shall be made on the Closing Date and shall be
issued in the name or names and in such authorized denominations as the Placement Agent may request.


 


(c)
The term of the Placement Agent’s exclusive engagement will be until the completion of the Offering (the “Exclusive
Term”); provided, however, that a party hereto may terminate the engagement with respect to itself at
any time upon fifteen (15) days written notice to the other parties, provided, however, that the Company may not
terminate this Agreement until August 4, 2019. Notwithstanding anything to the contrary contained herein, the provisions concerning
confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in the indemnification
provisions will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually
earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted
to be reimbursed under FINRA Rule 5110(f)(2)(D)(i), will survive any expiration or termination of this Agreement. Nothing in this
Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue, investigate, analyze, invest
in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined herein) other
than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated
or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision
thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through
one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and
construed under Rule 405 under the Securities Act.


 


Section
2. Representations and Warranties. The Company hereby represents and warrants to the Placement Agent, as of the date hereof
and as of the Closing Date, all of the representations, warranties and agreements of the Company that were made by the Company
to the Purchaers (as defined in the Purchase Agreement) in Section 3.1 of the Purchase Agreement, and that such representations
and warranties set forth in Section 3.1 thereof are hereby incorporated by reference herein. The Company agrees to all of the
agreements and covenants in Section 4 of the Purchase Agreement with respect to the Placement Agent and that such agreements and
covenants set forth in Section 4 thereof are incorporated by reference herein.


 


Section
3. Delivery and Payment. Each Closing shall occur at the offices of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP,
1633 Broadway, New York, New York 10019 (or at such other place as shall be agreed upon by the Placement Agent and the Company)
(“Placement Agent Counsel”). Subject to the terms and conditions hereof, at each Closing payment of the purchase
price for the Securities sold on such Closing Date shall be made by Federal Funds wire transfer, against delivery of such Securities,
and such Securities shall be registered in such name or names and shall be in such denominations, as the Placement Agent may request
at least one (1) business day before the time of purchase.


 


Deliveries
of the documents with respect to the purchase of the Securities, if any, shall be made at the offices of Placement Agent Counsel.
All actions taken at a Closing shall be deemed to have occurred simultaneously.


 




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Section
4. Covenants and Agreements of the Company. The Company further covenants and agrees with the Placement Agent as follows:


 


(a)
Intentionally Omitted.


 


(b)
Blue Sky Compliance. The Company will cooperate with the Placement Agent and the Investors in endeavoring to qualify the
Securities for sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and the
Investors may reasonably request and will make such applications, file such documents, and furnish such information as may be
reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file
a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent,
and provided further that the Company shall not be required to produce any new disclosure document other than the Transaction
Documents. The Company will, from time to time, prepare and file such statements, reports and other documents as are or may be
required to continue such qualifications in effect for so long a period as the Placement Agent may reasonably request for distribution
of the Securities. The Company will advise the Placement Agent promptly of the suspension of the qualification or registration
of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat
of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration
or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.


 


(c)
Amendments and Supplements to the Transaction Documents and Other Matters. The Company will comply with the Securities
Act and the Securities Exchange Act of 1934, and the rules and regulations of the Commission thereunder, so as to permit the completion
of the distribution of the Securities as contemplated in this Agreement and the Transaction Documents. If, prior to the termination
of the Offering, any event shall occur as a result of which, in the judgment of the Company or in the opinion of the Placement
Agent or counsel for the Placement Agent, it becomes necessary to amend or supplement the Transaction Documents in order to make
the statements therein, in the light of the circumstances under which they were made, as the case may be, not misleading, or if
it is necessary at any time to amend or supplement the Transaction Documents, the Company will promptly prepare and furnish at
its own expense to the Placement Agent and to dealers, an appropriate amendment or supplement to the Transaction Documents that
is necessary in order to make the statements therein as so amended or supplemented, in the light of the circumstances under which
they were made, as the case may be, not misleading, or so that the Transaction Documents, as so amended or supplemented, will
comply with law. Before amending or supplementing Transaction Documents in connection with the Offering, the Company will furnish
the Placement Agent with a copy of such proposed amendment or supplement and will disseminate any such amendment or supplement
to which the Placement Agent reasonably objects.


 


(d)
Copies of any Amendments and Supplements to the Transaction Documents. The Company will furnish the Placement Agent, without
charge, during the period beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many
copies of the Transaction Documents and any amendments and supplements thereto as the Placement Agent may reasonably request.


 


(e)
Intentionally Omitted.


 


(f)
Transfer Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Common Stock.


 


(g)
Intentionally Omitted.


 


(h)
Intentionally Omitted.


 


(i)
Additional Documents. The Company will enter into any subscription, purchase or other customary agreements as the
Placement Agent or the Investors reasonably deem necessary or appropriate to consummate the Offering, all of which will be in
form and substance reasonably acceptable to the Placement Agent and the Investors. The Company agrees that the Placement Agent
may rely upon, and each is a third party beneficiary of, the representations and warranties, and applicable covenants, set forth
in any such purchase, subscription or other agreement with Investors in the Offering.


 




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(j)
No Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result
in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any
securities of the Company.


 


(k)
Acknowledgment. The Company acknowledges that any advice given by the Placement Agent to the Company is solely for the
benefit and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to,
without the Placement Agent’s prior written consent.


 


(l)
Intentionally Omitted.


 


Section
5. Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject
to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as
of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants
and other obligations hereunder on and as of such dates, and to each of the following additional conditions:


 


(a)
Intentionally Omitted.


 


(b)
Compliance with Regulatory Requirements. No order having the effect of ceasing or suspending the distribution of the Securities
or any other securities of the Company shall have been issued by any securities commission, securities regulatory authority or
stock exchange and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the
Company, contemplated by any securities commission, securities regulatory authority or stock exchange.


 


(c)
Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Transaction
Documents, and the registration or exemption therefrom, sale and delivery of the Securities, shall have been completed or resolved
in a manner reasonably satisfactory to the Placement Agent Counsel, and such counsel shall have been furnished with such papers
and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.


 


(d)
No Material Adverse Change. Subsequent to the execution and delivery of this Agreement and prior to each Closing Date,
in the Placement Agent’s sole judgment after consultation with the Company, there shall not have occurred any Material Adverse
Effect (as defined in the Purchase Agreement).


 


(e)
Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion
of Sichenzia Ross Ference LLP, legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative
assurance letter addressed to the Placement Agent and in form and substance satisfactory to the Placement Agent.


 


(f)
Intentionally Omitted.


 


(g)
Officers’ Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company,
dated as of such Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect
that, and the Placement Agent shall be satisfied that, the signers of such certificate have reviewed this Agreement and the Transaction
Documents and to the further effect that the representations and warranties of the Company in this Agreement are true and correct,
as if made on and as of such Closing Date (except for representations and warranties that speak as of a specific date which shall
be true and correct as of such specified date), and the Company shall have performed, satisfied and complied in all respects with
the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by
the Company at or prior to the Closing Date.


 




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(h)
Intentionally Omitted.


 


(i)
Stock Exchange Listing. The Common Stock shall be registered under the Exchange Act and shall be listed on the Trading
Market, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the
registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading
Market, nor shall the Company have received any information suggesting that the Commission or the Trading Market is contemplating
terminating such registration or listing. “Trading Market” means the OTCQB.


 


(j)
Placement Agent’s Warrant Agreements. On or before the Closing Date, the Placement Agent shall have received executed
copies of the Placement Agent’s Warrant Agreements, provided the Company has received the Placement Agent’s designees
for such Warrant Agreements at least two (2) business days prior to Closing Date.


 


(k)
Lock-Up Agreements. On or before the date of this Agreement, the Company shall have delivered to the Placement Agent executed
copies of the Lock-Up Agreements from each of the Lock-Up Parties set forth in the Purchase Agreement.


 


(l)
Additional Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall have
received such information and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance
and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties,
or the satisfaction of any of the conditions or agreements, herein contained.


 


If
any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated
by the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which termination shall be without
liability on the part of any party to any other party, except that Section 6 (Payment of Expenses), Section 7 (Indemnification
and Contribution) and Section 8 (Representations and Indemnities to Survive Delivery) shall at all times be effective and shall
survive such termination.


 


Section
6. Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with
the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation:
(i) all expenses incident to the issuance, delivery and qualification of the Securities (including all printing and engraving
costs); (ii) all fees and expenses of the registrar and transfer agent of the Common Stock; (iii) all necessary issue, transfer
and other stamp taxes in connection with the issuance and sale of the Securities; (iv) all fees and expenses of the Company’s
counsel, independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection
with the preparation, printing, filing, shipping and distribution of the Transaction Documents, and all amendments and supplements
thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the
Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of)
all or any part of the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any
other country, and, if requested by the Placement Agent, preparing and printing a “Blue Sky Survey,” an “International
Blue Sky Survey” or other memorandum, and any supplements thereto, advising the Placement Agent of such qualifications,
registrations and exemptions; (vii) if applicable, the filing fees incident to the review and approval by the FINRA of the Placement
Agent’s participation in the offering and distribution of the Shares; (viii) the fees and expenses associated with including
the Securities on the Trading Market; (ix) the costs associated with post-Closing advertising the Offering in the national editions
of the Wall Street Journal and New York Times; and (x) the fees and expenses of the Placement Agent’s legal counsel not
to exceed $150,000. For the avoidance of doubt, the total amount of the Placement Agent’s expenses the Company will be required
to reimburse will not exceed $150,000.


 




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Section
7. Indemnification and Contribution.


 


(a)
The Company agrees to indemnify and hold harmless the Placement Agent, its Affiliates and each person controlling the Placement
Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, members, shareholders, agents and
employees of the Placement Agent, its Affiliates and each such controlling person (the Placement Agent, and each such entity or
person. an “Indemnified Person”) from and against any and all losses, claims, damages, judgments, assessments,
costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person
for all fees and expenses (including the reasonable fees and expenses of one counsel for all Indemnified Persons, except as otherwise
expressly provided herein) (collectively, the “Expenses”) as they are incurred by an Indemnified Person in
investigating, preparing, pursuing or defending any Actions, whether or not any Indemnified Person is a party thereto, (i) caused
by, or arising out of or in connection with, any untrue statement or alleged untrue statement of a material fact contained in
any Transaction Document or by any omission or alleged omission to state therein a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading (other than untrue statements or alleged untrue
statements in, or omissions or alleged omissions from, information relating to an Indemnified Person furnished in writing by or
on behalf of such Indemnified Person expressly for use in the Transaction Documents) or (ii) otherwise arising out of or in connection
with advice or services rendered or to be rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated
thereby or any Indemnified Person’s actions or inactions in connection with any such advice, services or transactions; provided,
however, that, in the case of clause (ii) only, the Company shall not be responsible for any Liabilities or Expenses of
any Indemnified Person that are finally judicially determined to have resulted solely from such Indemnified Person’s (x)
gross negligence or willful misconduct in connection with any of the advice, actions, inactions or services referred to above
or (y) use of any offering materials or information concerning the Company in connection with the offer or sale of the Securities
in the Offering which were not authorized for such use by the Company and which use constitutes gross negligence or willful misconduct.
The Company also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with enforcing
such Indemnified Person’s rights under this Agreement.


 


(b)
Upon receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity
may be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure
by any Indemnified Person so to notify the Company shall not relieve the Company from any liability which the Company may have
on account of this indemnity or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced
by such failure. The Company shall, if requested by the Placement Agent, assume the defense of any such Action including the employment
of counsel reasonably satisfactory to the Placement Agent, which counsel may also be counsel to the Company. Any Indemnified Person
shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company has failed promptly to assume the defense
and employ counsel or (ii) the named parties to any such Action (including any impeded parties) include such Indemnified Person
and the Company, and such Indemnified Person shall have been advised in the reasonable opinion of counsel that there is an actual
conflict of interest that prevents the counsel selected by the Company from representing both the Company (or another client of
such counsel) and any Indemnified Person; provided that the Company shall not in such event be responsible hereunder for the fees
and expenses of more than one firm of separate counsel for all Indemnified Persons in connection with any Action or related Actions
(as defined herein), in addition to any local counsel. The Company shall not be liable for any settlement of any Action effected
without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior
written consent of the Placement Agent (which shall not be unreasonably withheld), settle, compromise or consent to the entry
of any judgment in or otherwise seek to terminate any pending or threatened Action in respect of which indemnification or contribution
may be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent
or termination includes an unconditional release of each Indemnified Person from all Liabilities arising out of such Action for
which indemnification or contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable. “Action” means any action, suit, inquiry, notice of violation, proceeding or investigation
affecting the Company, any subsidiary or any of their respective properties before or by any court, arbitrator, governmental or
administrative agency or regulatory authority (federal, state, county, local or foreign).


 




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(c)
In the event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement,
the Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as
is appropriate to reflect (i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other
Indemnified Person, on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the
immediately preceding clause is not permitted by applicable law, not only such relative benefits but also the relative fault of
the Company, on the one hand, and the Placement Agent and any other Indemnified Person, on the other hand, in connection with
the matters as to which such Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided
that in no event shall the Company contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate,
are not liable for any Liabilities and Expenses in excess of the amount of fees actually received by the Placement Agent pursuant
to this Agreement. For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to the Placement
Agent on the other hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion as (a) the
total value paid or contemplated to be paid to or received or contemplated to be received by the Company in the transaction or
transactions that are within the scope of this Agreement, whether or not any such transaction is consummated, bears to (b) the
fees paid to the Placement Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation
within the meaning of Section 11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was
not guilty of fraudulent misrepresentation.


 


(d)
The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or
otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant
to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection
with any such advice, services or transactions except for Liabilities (and related Expenses) of the Company that are finally judicially
determined to have resulted solely from such Indemnified Person’s gross negligence or willful misconduct in connection with
any such advice, actions, inactions or services.


 


(e)
The reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this
Agreement and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person’s
services under or in connection with, this Agreement.


 


Section
8. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties
and other statements of the Company or any person controlling the Company, of its officers, and of the Placement Agent set forth
in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf
of the Placement Agent, the Company, or any of its or their partners, officers or directors or any controlling person, as the
case may be, and will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement.
A successor to a Placement Agent, or to the Company, its directors or officers or any person controlling the Company, shall be
entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Agreement.


 


Section
9. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed
to the parties hereto as follows:


 


If
to the Placement Agent to:


 


ThinkEquity


17
State Street, 22nd Fl


New
York, NY 10004


Attn:
Mr. Eric Lord, Head of Investment Banking


Fax:
(212) 349-2550


Email:
notices@think-equity.com


 




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With
a copy to:


 


Zysman,
Aharoni, Gayer and Sullivan & Worcester LLP


1633
Broadway, Floor 32


New
York, NY 10019


Fax:
(212) 660-3001


Attention:
Oded Har-Even, Esq.


Email:
ohareven@zag-sw.com


 


If
to the Company:


 


Quest
Solution, Inc.


860
Conger Street


Eugene,
OR 97402 


Telephone:
(714) 899-4800


Attention:
Shai S. Lustgarten


E-mail:
slustgarten@questsolution.com


 


with
a copy (for informational purposes only) to:


 


Arthur
Marcus, Esq.


Sichenzia
Ross Ference LLP


1185
Avenue of the Americas, 37th Floor


New
York, NY 10036


Telephone:
212-930-9700


Facsimile:
212-930-9725


E-mail:
amarcus@srf.law


 


Any
party hereto may change the address for receipt of communications by giving written notice to the others.


 


Section
10. Right of First Refusal. For a period of eighteen (18) months following the consummation of the Offering, the Placement
Agent shall have an irrevocable right of first refusal (the “Right of First Refusal”), to act as exclusive
financial advisor, sole investment banker, sole book-runner, and/or sole placement agent, at the Placement Agent’s sole
discretion, for each and every future public and private equity and debt offering, including all equity linked financing (each,
a “Subject Transaction”), during such period, of the Company, or any successor to or subsidiary of the Company,
on terms and conditions customary to the Placement Agent for such Subject Transactions. For the avoidance of any doubt, the Company
shall not retain, engage or solicit any additional investment banker, book-runner, financial advisor, underwriter and/or placement
agent in a Subject Transaction without the express written consent of the Placement Agent.


 


Section
11. Fee Tail. The Placement Agent shall be entitled to the Placement Agent’s Fee and Placement Agent’s Warrants
calculated in the manner provided in Section 1 with respect to any public or private offering or other financing or other financing
or capital-raising transaction of any kind (the “Tail Financing”) to the extent that such financing or capital
is provided to the Company by investors whom the Placement Agent directly introduces, directly or indirectly, to the Company during
the Exclusive Term, if such Tail Financing is consummated at any time within twenty-four (24) months following the earlier of
the termination of this Agreement or the Closing Date. On the earlier of the termination of this Agreement or the Closing Date,
the Placement Agent shall promptly send to the Company a list of investors it has contacted in connection with the Offering.


 


Section
12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of
the employees, officers and directors and controlling persons referred to in Section 7 hereof, and to their respective successors,
and personal representative, and no other person will have any right or obligation hereunder.


 


Section
13. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement
shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph
or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such
minor changes (and only such minor changes) as are necessary to make it valid and enforceable.


 






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Section
14. Governing Law Provisions. This Agreement shall be deemed to have been made and delivered in New York City and both this
Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect and
in all other respects by the internal laws of the State of New York, without regard to the conflict of laws principles thereof.
Each of the Placement Agent and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to
this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of
New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection which it may
have or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the
New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any
such suit, action or proceeding. Each of the Placement Agent and the Company further agrees to accept and acknowledge service
of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New
York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the
Company mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process
upon the Company, in any such suit, action or proceeding, and service of process upon the Placement Agent mailed by certified
mail to the Placement Agent’s address shall be deemed in every respect effective service process upon the Placement Agent,
in any such suit, action or proceeding. Notwithstanding any provision of this Agreement to the contrary, the Company agrees that
neither the Placement Agent nor its Affiliates, and the respective officers, directors, employees, agents and representatives
of the Placement Agent, its Affiliates and each other person, if any, controlling the Placement Agent or any of its Affiliates,
shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with
the engagement and transaction described herein except for any such liability for losses, claims, damages or liabilities incurred
by us that are finally judicially determined to have resulted from the bad faith or gross negligence of such individuals or entities.
If either party shall commence an action or proceeding to enforce any provision of this Agreement, then the prevailing party in
such action or proceeding shall be reimbursed by the other party for its reasonable attorney’s fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such action or proceeding.


 


Section
15. General Provisions.


 


(a)
This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and
all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. Notwithstanding
anything herein to the contrary, the Engagement Agreement, dated February 5, 2019 (the “Engagement Agreement”),
between the Company and the Placement Agent shall continue to be effective and the terms therein shall continue to survive and
be enforceable by the in accordance with its terms, provided that, in the event of a conflict between the terms of the Engagement
Agreement and this Agreement, the terms of this Agreement shall prevail shall continue to be effective and the terms therein shall
continue to survive and be enforceable by the Placement Agent in accordance with its terms. This Agreement may be executed in
two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and
no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.
Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of
this Agreement.


 


(b)
The Company acknowledges that in connection with the offering of the Securities: (i) the Placement Agent has acted at arms length,
are not agents of, and owe no fiduciary duties to the Company or any other person, (ii) the Placement Agent owes the Company only
those duties and obligations set forth in this Agreement and (iii) the Placement Agent may have interests that differ from those
of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Placement
Agent arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.


 


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If
the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with
all counterparts hereof, shall become a binding agreement in accordance with its terms.


 


	 	Very
    truly yours,
	 	 
	 	QUEST
    SOLUTION, INC.
	 	a
    Delaware corporation
	 	 	 
	 	By:	 
	 	Name:
    	Shai S. Lustgarten
	 	Title:
	Chief
Executive Officer


 


The
foregoing Placement Agency Agreement is hereby confirmed and accepted as of the date first above written.


 


THINKEQUITY,
A DIVISION OF FORDHAM FINANCIAL MANAGEMENT, INC.


 


	By:
    	 	 
	Name:
    	Eric Lord	 
	Title:
    	Head
    of Investment Banking	 


 




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