Exhibit
10.1


 


QUEST
SOLUTION, INC.


 


EMPLOYEE
STOCK PURCHASE PLAN


 


1.       Purpose.
This Quest Solution, Inc. Employee Stock Purchase Plan (the “Plan”) is intended to provide employees of the
Company and its Participating Subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase
of shares of Common Stock. The Company intends that the Plan qualify as an “employee stock purchase plan” under Section
423 of the Code and the Plan shall be interpreted in a manner that is consistent with that intent.


 


2.       Definitions.


 


“Board
or Board of Directors” means the Board of Directors of the Company, as constituted from time to time.


 


“Code”
means the U.S. Internal Revenue Code of 1986, as it may be amended from time to time. Any reference to a section of the Code shall
be deemed to include a reference to any regulations promulgated thereunder.


 


“Committee”
means the committee, if any, appointed by the Board to administer the Plan. For purposes of this Plan, the term “Committee”
shall mean the Board of Directors to the extent the Plan is administrated by the Board if a Committee is not appointed by the
Board, or otherwise.


 


“Common
Stock” means the common stock of the Company, par value $.001 per share.


 


“Company”
means Quest Solution, Inc., a Delaware corporation, including any successor thereto.


 


“Compensation”
means base salary, wages, annual bonuses and commissions paid to an Eligible Employee by the Company or a Participating Subsidiary
as compensation for services to the Company or Participating Subsidiary, before deduction for any salary deferral contributions
made by the Eligible Employee to any tax-qualified or nonqualified deferred compensation plan, including overtime, vacation pay,
holiday pay, jury duty pay and funeral leave pay, but excluding education or tuition reimbursements, imputed income arising under
any group insurance or benefit program, travel expenses, business and relocation expenses, and income received in connection with
stock options or other equity-based awards.


 


“Corporate
Transaction” means a merger, consolidation, acquisition of property or stock, separation, reorganization or other corporate
event described in Section 424 of the Code.


 




    	 



    	 



    

 


“Designated
Broker” means the financial services firm or other agent designated by the Company to maintain ESPP Share Accounts on
behalf of Participants who have purchased shares of Common Stock under the Plan.


 


“Effective
Date” means the date as of which this Plan is adopted by the Board, subject to the Plan obtaining shareholder approval
in accordance with Section 19.11 hereof.


 


“Employee”
means any person who renders services to the Company or a Participating Subsidiary as an employee pursuant to an employment relationship
with such employer. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual
is on military leave, sick leave or other leave of absence approved by the Company or a Participating Subsidiary that meets the
requirements of Treasury Regulation Section 1.421-1(h)(2). Where the period of leave exceeds three (3) months, or such other period
of time specified in Treasury Regulation Section 1.421-1(h)(2), and the individual’s right to re-employment is not guaranteed
by statute or contract, the employment relationship shall be deemed to have terminated on the first day immediately following
such three-month period, or such other period specified in Treasury Regulation Section 1.421-1(h)(2).


 


“Eligible
Employee” means any individual who is a common law employee providing services to the Company or a Participating Subsidiary
and is customarily employed for at least twenty (20) hours per week and more than five (5) months in any calendar year by his
or her employer, or any lesser number of hours per week and/or number of months in any calendar year established by the Committee
(if required under applicable local law) for purposes of any separate Offering. The Committee, in its discretion, from time to
time may, prior to an Offering Date for all options to be granted on such Offering Date in an Offering, determine (on a uniform
and nondiscriminatory basis or as otherwise permitted by Treasury Regulation Section 1.423-2) that the definition of Eligible
Employee will or will not include an individual if he or she: (i) has not completed at least two (2) years of service since his
or her last hire date (or such lesser period of time as may be determined by the Committee in its discretion), (ii) customarily
works not more than twenty (20) hours per week (or such lesser period of time as may be determined by the Committee in its discretion),
(iii) customarily works not more than five (5) months per calendar year (or such lesser period of time as may be determined by
the Committee in its discretion), (iv) is a highly compensated employee within the meaning of Section 414(q) of the Code, or (v)
is a highly compensated employee within the meaning of Section 414(q) of the Code with compensation above a certain level or is
an officer or subject to the disclosure requirements of Section 16(a) of the Exchange Act, provided the exclusion is applied with
respect to each Offering in an identical manner to all highly compensated individuals of the employer whose Employees are participating
in that Offering. Each exclusion will be applied with respect to an Offering in a manner complying with U.S. Treasury Regulation
Section 1.423-2(e)(2)(ii).


 


“Enrollment
Form” means an agreement pursuant to which an Eligible Employee may elect to enroll in the Plan, to authorize a new
level of payroll deductions, or to stop payroll deductions and withdraw from an Offering Period.


 




    	 



    	 



    

 


“ESPP
Share Account” means an account into which Common Stock purchased with accumulated payroll deductions at the end of
an Offering Period are held on behalf of a Participant.


 


“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.


 


“Fair
Market Value” means, as of any date and unless the Committee determines otherwise, the value of shares of Common Stock
determined as follows:


 


(i)       If
the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New
York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market, or the NASDAQ Capital Market of The NASDAQ Stock
Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as
quoted on such exchange or system on the date of determination (or on the last preceding Trading Day if the date of determination
is not a Trading Day), as reported in The Wall Street Journal or such other source as the Committee deems reliable;


 


(ii)       If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value
of a share of Common Stock will be the mean between the high bid and low asked prices for the Common Stock on the date of determination
(or if no bids and asks were reported on that date, as applicable, on the last Trading Day such bids and asks were reported),
as reported in The Wall Street Journal or such other source as the Committee deems reliable; or


 


(iii)       In
the absence of an established market for the Common Stock, the Fair Market Value thereof will be determined in good faith by the
Committee.


 


“Offering”
means an offer under the Plan of an option that may be exercised during an Offering Period as further described in Section 5.
For purposes of the Plan, the Committee may designate separate Offerings under the Plan (the terms of which need not be identical)
in which Eligible Employees of one or more employers will participate, even if the dates of the applicable Offering Periods of
each such Offering are identical and the provisions of the Plan will separately apply to each Offering. To the extent permitted
by U.S. Treasury Regulation Section 1.423-2(a)(1), the terms of each Offering need not be identical provided that the terms of
the Plan and an Offering together satisfy U.S. Treasury Regulation Section 1.423-2(a)(2) and (a)(3).


 


“Offering
Date” means the first Trading Day of each Offering Period as designated by the Committee.


 


“Offering
or Offering Period” means a period of one (1) month beginning on the first day of each month of each year during the
term of the Plan commencing on such date as determined by the Committee; provided, that, pursuant to Section 5, the Committee
may change the duration of Offering Periods (subject to a maximum Offering Period of twenty-seven (27) months) and/or the start
and end dates of Offering Periods.


 




    	 



    	 



    

 


“Participant”
means an Eligible Employee who is actively participating in the Plan.


 


“Participating
Subsidiaries” means the Subsidiaries that have been designated as eligible to participate in the Plan, and such other
Subsidiaries that may be designated by the Committee from time to time in its sole discretion.


 


“Plan”
means this Quest Solution, Inc. Employee Stock Purchase Plan, as set forth herein, and as amended from time to time.


 


“Purchase
Date” means the last Trading Day of each Offering Period.


 


“Purchase
Price” means an amount equal to eighty-five percent (85%) (or such greater percentage as designated by the Committee)
of the Fair Market Value of a share of Common Stock on the Purchase Date; provided, that, the Purchase Price per share of Common
Stock will in no event be less than the par value of the Common Stock.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Subsidiary”
means any corporation, domestic or foreign, of which not less than 50% of the combined voting power is held by the Company or
a Subsidiary, whether or not such corporation exists now or is hereafter organized or acquired by the Company or a Subsidiary.
In all cases, the determination of whether an entity is a Subsidiary shall be made in accordance with Section 424(f) of the Code.


 


“Trading
Day” means any day on which the national stock exchange upon which the Common Stock is listed is open for trading or,
if the Common Stock is not listed on an established stock exchange or national market system, a business day, as determined by
the Committee in good faith.


 


“U.S.
Treasury Regulations” means the Treasury regulations of the Code. Reference to a specific Treasury Regulation or Section
of the Code will include such Treasury Regulation or Section, any valid regulation promulgated under such Section, and any comparable
provision of any future legislation or regulation amending, supplementing or superseding such Section or regulation.


 


3.       Administration.
The Plan shall be administered by the Board or a Committee which shall have the authority to construe and interpret the Plan,
prescribe, amend and rescind rules relating to the Plan’s administration and take any other actions necessary or desirable
for the administration of the Plan including, without limitation, adopting sub-plans applicable to particular Participating Subsidiaries
or locations, which sub-plans may be designed to be outside the scope of Section 423 of the Code. The Committee may correct any
defect or supply any omission or reconcile any inconsistency or ambiguity in the Plan. The decisions of the Committee shall be
final and binding on all persons. All expenses of administering the Plan shall be borne by the Company.


 




    	 



    	 



    

 


4.       Eligibility.
Unless otherwise determined by the Committee in a manner that is consistent with Section 423 of the Code, any individual who is
an Eligible Employee as of the first day of the enrollment period designated by the Committee for a particular Offering Period
shall be eligible to participate in such Offering Period, subject to the requirements of Section 423 of the Code.


 


Notwithstanding
any provision of the Plan to the contrary, no Eligible Employee shall be granted an option under the Plan if (i) immediately after
the grant of the option, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee
pursuant to Section 424(d) of the Code) would own capital stock of the Company or hold outstanding options to purchase stock possessing
5% or more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary or (ii) such option
would permit his or her rights to purchase stock under all employee stock purchase plans (described in Section 423 of the Code)
of the Company and its Subsidiaries to accrue at a rate that exceeds $25,000 of the Fair Market Value of such stock (determined
at the time the option is granted) for each calendar year in which such option is outstanding at any time.


 


5.       Offering
Periods. The Plan shall be implemented
by a series of Offering Periods, each of which shall be one (1) month in duration, with new Offering Periods commencing on or
about the first day of each month of each year during the term of the Plan (or such other dates and times as determined by the
Committee). The Committee shall designate the first Offering Period under the Plan. The Committee shall have the authority to
change the duration, frequency, start and end dates of Offering Periods.


 


6.       Participation.


 


6.1       Enrollment;
Payroll Deductions. An Eligible Employee
may elect to participate in the Plan by properly completing an Enrollment Form, which may be electronic, and submitting it to
the Company, in accordance with the enrollment procedures established by the Committee. Participation in the Plan is entirely
voluntary. By submitting an Enrollment Form, the Eligible Employee authorizes payroll deductions from his or her pay check in
an amount equal to at least 1%, but not more than 15% of his or her Compensation on each pay day occurring during an Offering
Period (or such other maximum percentage as the Committee may establish from time to time before an Offering Period begins). Payroll
deductions shall commence on the first payroll date following the Offering Date and end on the last payroll date on or before
the Purchase Date. The Company shall maintain records of all payroll deductions but shall have no obligation to pay interest on
payroll deductions or to hold such amounts in a trust or in any segregated account. Unless expressly permitted by the Committee,
a Participant may not make any separate contributions or payments to the Plan.


 


6.2       Election
Changes. During an Offering Period,
a Participant may decrease or increase his or her rate of payroll deductions applicable to such Offering Period only once. To
make such a change, the Participant must submit a new Enrollment Form authorizing the new rate of payroll deductions to the Company
or its designee. The change will become effective as soon as administratively practicable after receipt as determined by the Committee
in its sole discretion. A Participant may decrease or increase his or her rate of payroll deductions for future Offering Periods
by submitting a new Enrollment Form authorizing the new rate of payroll deductions at least ten days before the start of the next
Offering Period, unless otherwise determined by the Committee.


 




    	 



    	 



    

 


6.3       Automatic
Re-enrollment. The deduction rate
selected in the Enrollment Form shall remain in effect for subsequent Offering Periods unless the Participant (a) submits a new
Enrollment Form authorizing a new level of payroll deductions in accordance with Section 6.2, (b) withdraws from the Plan in accordance
with Section 10, or (c) terminates employment or otherwise becomes ineligible to participate in the Plan.


 


7.       Grant
of Option. On each Offering Date,
each Participant in the applicable Offering Period shall be granted an option to purchase, on the Purchase Date, a number of shares
of Common Stock determined by dividing the Participant’s accumulated payroll deductions by the applicable Purchase Price;
provided, however, that in no event shall any Participant purchase more than 10,000 shares of Common Stock during an Offering
Period (subject to adjustment in accordance with Section 18 and the limitations set forth in Sections 4 and 13 of the Plan).


 


8.       Exercise
of Option/Purchase of Shares. A Participant’s
option to purchase shares of Common Stock will be exercised automatically on the Purchase Date of each Offering Period. The Participant’s
accumulated payroll deductions will be used to purchase the maximum number of whole shares that can be purchased with the amounts
in the Participant’s notional account. No fractional shares may be purchased but notional fractional shares of Common Stock
will be allocated to the Participant’s ESPP Share Account to be aggregated with other notional fractional shares of Common
Stock on future Purchase Dates, subject to earlier withdrawal by the Participant in accordance with Section 10 or termination
of employment in accordance with Section 11.


 


9.       Transfer
of Shares. As soon as reasonably practicable
after each Purchase Date, the Company will arrange for the delivery to each Participant of the shares of Common Stock purchased
upon exercise of his or her option. The Committee may permit or require that the shares be deposited directly into an ESPP Share
Account established in the name of the Participant with a Designated Broker and may require that the shares of Common Stock be
retained with such Designated Broker for a specified period of time. Participants will not have any voting, dividend or other
rights of a shareholder with respect to the shares of Common Stock subject to any option granted hereunder until such shares have
been delivered pursuant to this Section 9.


 


10.       Withdrawal.


 


10.1       Withdrawal
Procedure. A Participant may withdraw
from an Offering by submitting to the Company a revised Enrollment Form indicating his or her election to withdraw at least ten
days before the Purchase Date. The accumulated payroll deductions held on behalf of a Participant in his or her notional account
(that have not been used to purchase shares of Common Stock) shall be paid to the Participant promptly following receipt of the
Participant’s Enrollment Form indicating his or her election to withdraw and the Participant’s option shall be automatically
terminated. If a Participant withdraws from an Offering Period, no payroll deductions will be made during any succeeding Offering
Period, unless the Participant re-enrolls in accordance with Section 6.1 of the Plan.


 




    	 



    	 



    

 


10.2       Effect
on Succeeding Offering Periods. A
Participant’s election to withdraw from an Offering Period will not have any effect upon his or her eligibility to participate
in succeeding Offering Periods that commence following the completion of the Offering Period from which the Participant withdraws.


 


11.       Termination
of Employment; Change in Employment Status.
Upon termination of a Participant’s employment for any reason, including death, disability or retirement, or a change in
the Participant’s employment status following which the Participant is no longer an Eligible Employee, which in either case
occurs at least ten days before the Purchase Date, the Participant will be deemed to have withdrawn from the Plan and the payroll
deductions in the Participant’s notional account (that have not been used to purchase shares of Common Stock) shall be returned
to the Participant, or in the case of the Participant’s death, to the person(s) entitled to such amounts under Section 17,
and the Participant’s option shall be automatically terminated. If the Participant’s termination of employment or
change in status occurs within ten days before a Purchase Date, the accumulated payroll deductions shall be used to purchase shares
on the Purchase Date.


 


12.       Interest.
No interest shall accrue on or be payable with respect to the payroll deductions of a Participant in the Plan.


 


13.       Shares
Reserved for Plan.


 


13.1       Number
of Shares. A total of 1,900,000 shares
of Common Stock have been reserved as authorized for the grant of options under the Plan. The shares of Common Stock may be newly
issued shares, treasury shares or shares acquired on the open market, in private transactions or otherwise.


 


13.2       Over-subscribed
Offerings. The number of shares of
Common Stock which a Participant may purchase in an Offering under the Plan may be reduced if the Offering is over-subscribed.
No option granted under the Plan shall permit a Participant to purchase shares of Common Stock which, if added together with the
total number of shares of Common Stock purchased by all other Participants in such Offering would exceed the total number of shares
of Common Stock remaining available under the Plan. If the Committee determines that, on a particular Purchase Date, the number
of shares of Common Stock with respect to which options are to be exercised exceeds the number of shares of Common Stock then
available under the Plan, the Company shall make a pro rata allocation of the shares of Common Stock remaining available for purchase
in as uniform a manner as practicable and as the Committee determines to be equitable.


 


14.       Transferability.
No payroll deductions credited to a Participant, nor any rights with respect to the exercise of an option or any rights to receive
Common Stock hereunder may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws
of descent and distribution, or as provided in Section 17 hereof) by the Participant. Any attempt to assign, transfer, pledge
or otherwise dispose of such rights or amounts shall be without effect.


 




    	 



    	 



    

 


15.       Application
of Funds. All payroll deductions received
or held by the Company under the Plan may be used by the Company for any corporate purpose to the extent permitted by applicable
law, and the Company shall not be required to segregate such payroll deductions or contributions.


 


16.       Statements.
Participants will be provided with statements at least annually which shall set forth the contributions made by the Participant
to the Plan, the Purchase Price of any shares of Common Stock purchased with accumulated funds, the number of shares of Common
Stock purchased, and any payroll deduction amounts remaining in the Participant’s notional account.


 


17.       Designation
of Beneficiary. A Participant may
file, on forms supplied by the Committee, a written designation of beneficiary who is to receive any shares of Common Stock and
cash in respect of any fractional shares of Common Stock, if any, from the Participant’s ESPP Share Account under the Plan
in the event of such Participant’s death. In addition, a Participant may file a written designation of beneficiary who is
to receive any cash withheld through payroll deductions and credited to the Participant’s notional account in the event
of the Participant’s death prior to the Purchase Date of an Offering Period.


 


18.       Adjustments
Upon Changes in Capitalization; Dissolution or Liquidation; Corporate Transactions.


 


18.1       Adjustments.
In the event that any dividend or other distribution (whether in the form of cash, Common Stock, or other property), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange
of Common Stock or other securities of the Company, or other change in the Company’s structure affecting the Common Stock
occurs, then in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under
the Plan, the Committee will, in such manner as it deems equitable, adjust the number of shares and class of Common Stock that
may be delivered under the Plan, the Purchase Price per share and the number of shares of Common Stock covered by each outstanding
option under the Plan, and the numerical limits of Section 7 and Section 13.


 


18.2       Dissolution
or Liquidation. Unless otherwise determined
by the Committee, in the event of a proposed dissolution or liquidation of the Company, any Offering Period then in progress will
be shortened by setting a new Purchase Date and the Offering Period will end immediately prior to the proposed dissolution or
liquidation. The new Purchase Date will be before the date of the Company’s proposed dissolution or liquidation. Before
the new Purchase Date, the Committee will provide each Participant with written notice, which may be electronic, of the new Purchase
Date and that the Participant’s option will be exercised automatically on such date, unless before such time, the Participant
has withdrawn from the Offering in accordance with Section 10.


 


18.3       Corporate
Transaction. In the event of a Corporate
Transaction, each outstanding option will be assumed or an equivalent option substituted by the successor corporation or a parent
or Subsidiary of such successor corporation. If the successor corporation refuses to assume or substitute the option, the Offering
Period with respect to which the option relates will be shortened by setting a new Purchase Date on which the Offering Period
will end. The new Purchase Date will occur before the date of the Corporate Transaction. Prior to the new Purchase Date, the Committee
will provide each Participant with written notice, which may be electronic, of the new Purchase Date and that the Participant’s
option will be exercised automatically on such date, unless before such time, the Participant has withdrawn from the Offering
in accordance with Section 10.


 




    	 



    	 



    

 


19.       General
Provisions.


 


19.1       Equal
Rights and Privileges. Notwithstanding
any provision of the Plan to the contrary and in accordance with Section 423 of the Code, all Eligible Employees who are granted
options under the Plan shall have the same rights and privileges.


 


19.2       No
Right to Continued Service. Neither
the Plan nor any Compensation paid hereunder will confer on any Participant the right to continue as an Employee or in any other
capacity.


 


19.3       Rights
as Shareholder. A Participant will
become a shareholder with respect to the shares of Common Stock that are purchased pursuant to options granted under the Plan
when the shares are transferred to the Participant’s ESPP Share Account. A Participant will have no rights as a shareholder
with respect to shares of Common Stock for which an election to participate in an Offering Period has been made until such Participant
becomes a shareholder as provided above.


 


19.4       Successors
and Assigns. The Plan shall be binding
on the Company and its successors and assigns.


 


19.5       Entire
Plan. This Plan constitutes the entire
plan with respect to the subject matter hereof and supersedes all prior plans with respect to the subject matter hereof.


 


19.6       Compliance
with Law. The obligations of the Company
with respect to payments under the Plan are subject to compliance with all applicable laws and regulations. Common Stock shall
not be issued with respect to an option granted under the Plan unless the exercise of such option and the issuance and delivery
of the shares of Common Stock pursuant thereto shall comply with all applicable provisions of law, including, without limitation,
the Securities Act, the Exchange Act, and the requirements of any stock exchange upon which the shares may then be listed.


 


19.7       Notice
of Disqualifying Dispositions. Each
Participant shall give the Company prompt written notice of any disposition or other transfer of shares of Common Stock acquired
pursuant to the exercise of an option acquired under the Plan, if such disposition or transfer is made within two years after
the Offering Date or within one year after the Purchase Date.


 


19.8       Term
of Plan. The Plan shall become effective
on the Effective Date and, unless terminated earlier pursuant to Section 19.9, shall have a term of ten years.


 




    	 



    	 



    

 


19.9       Amendment
or Termination. The Committee may,
in its sole discretion, amend, suspend or terminate the Plan at any time and for any reason. If the Plan is terminated, the Committee
may elect to terminate all outstanding Offering Periods either immediately or once shares of Common Stock have been purchased
on the next Purchase Date (which may, in the discretion of the Committee, be accelerated) or permit Offering Periods to expire
in accordance with their terms (and subject to any adjustment in accordance with Section 18). If any Offering Period is terminated
before its scheduled expiration, all amounts that have not been used to purchase shares of Common Stock will be returned to Participants
(without interest, except as otherwise required by law) as soon as administratively practicable.


 


19.10       Applicable
Law. The laws of the State of Delaware
shall govern all questions concerning the construction, validity and interpretation of the Plan, without regard to such state’s
conflict of law rules.


 


19.11       Shareholder
Approval. The Plan shall be subject
to approval by the shareholders of the Company within twelve (12) months before or after the date the Plan is adopted by the Board.


 


19.12       Section
423. The Plan is intended to qualify
as an “employee stock purchase plan” under Section 423 of the Code. Any provision of the Plan that is inconsistent
with Section 423 of the Code shall be reformed to comply with Section 423 of the Code.


 


19.13       Withholding.
To the extent required by applicable Federal, state or local law, a Participant must make arrangements satisfactory to the Company
for the payment of any withholding or similar tax obligations that arise in connection with the Plan. At any time, the Company,
or such other applicable employer, may, but will not be obligated to, withhold from the Participant’s Compensation the amount
necessary for the Company or such other applicable employer to meet applicable withholding obligations, including any withholding
required to make available to the Company or such employer any tax deductions or benefits attributable to sale or early disposition
of Common Stock by the Eligible Employee. In addition, the Company or such employer may, but will not be obligated to, withhold
from the proceeds of the sale of Common Stock or any other method of withholding the Company or such Employer deems appropriate
to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f).


 


19.14       Severability.
If any provision of the Plan shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provision hereof, and the Plan shall be construed as if such invalid or unenforceable provision were
omitted.


 


19.15       Headings.
The headings of sections herein are included solely for convenience and shall not affect the meaning of any of the provisions
of the Plan.


 


19.16       Code
Section 409A. The Plan is exempt from the application of Code Section 409A and any ambiguities herein will be interpreted
to so be exempt from Code Section 409A. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary,
if the Committee determines that an option granted under the Plan may be subject to Code Section 409A or that any provision in
the Plan would cause an option under the Plan to be subject to Code Section 409A, the Committee may amend the terms of the Plan
and/or of an outstanding option granted under the Plan, or take such other action the Committee determines is necessary or appropriate,
in each case, without the Participant’s consent, to exempt any outstanding option or future option that may be granted under
the Plan from or to allow any such options to comply with Code Section 409A, but only to the extent any such amendments or action
by the Committee would not violate Code Section 409A. Notwithstanding the foregoing, the Company will have no liability to a Participant
or any other party if the option to purchase Common Stock under the Plan that is intended to be exempt from or compliant with
Code Section 409A is not so exempt or compliant or for any action taken by the Committee with respect thereto. The Company makes
no representation that the option to purchase Common Stock under the Plan is compliant with Code Section 409A.


 




    	 



    	 



    

 


EXHIBIT
A


 


QUEST
SOLUTION, INC.


 


EMPLOYEE
STOCK PURCHASE PLAN


 


SUBSCRIPTION
AGREEMENT (U.S. PARTICIPANTS)


 


 


	___________
      Original Application	Offering
    Date: _________________               
	 ___________
    Change in Payroll Deduction Rate	 


 


1.
__________________ hereby elects to participate in the Quest Solution, Inc. Employee Stock Purchase Plan (the “Plan”)
and subscribes to purchase shares of the Company’s Common Stock in accordance with this Subscription Agreement and the Plan.


 


2.
I hereby authorize payroll deductions from each paycheck in the amount of ______% of my Compensation on each payday (from 0 to
15%) during the Offering Period in accordance with the Plan. (Please note that no fractional percentages are permitted.)


 


3.
I understand that said payroll deductions will be accumulated for the purchase of shares of Common Stock at the applicable Purchase
Price determined in accordance with the Plan. I understand that if I do not withdraw from an Offering Period, any accumulated
payroll deductions will be used to automatically exercise my option and purchase Common Stock under the Plan.


 


4.
I have received a copy of the complete Plan and its accompanying prospectus. I understand that my participation in the Plan is
in all respects subject to the terms of the Plan.


 


5.
Shares of Common Stock purchased for me under the Plan should be issued in the name) of ________________ (Eligible Employee only).


 


6.
I understand that if I dispose of any shares received by me pursuant to the Plan within two years after the Offering Date (the
first day of the Offering Period during which I purchased such shares) or one year after the Purchase Date, I will be treated
for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess
of the fair market value of the shares at the time such shares were purchased by me over the price that I paid for the shares.
I hereby agree to notify the Company in writing within 30 days after the date of any disposition of my shares and I will make
adequate provision for federal, state or other tax withholding obligations, if any, which arise upon the disposition of the Common
Stock. The Company may, but will not be obligated to, withhold from my compensation the amount necessary to meet any applicable
withholding obligation including any withholding necessary to make available to the Company any tax deductions or benefits attributable
to sale or early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration of the two-year
and one-year holding periods, I understand that I will be treated for federal income tax purposes as having received income only
at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to
the lesser of (a) the excess of the fair market value of the shares at the time of such disposition over the purchase price which
I paid for the shares, or (b) 15% of the fair market value of the shares on the first day of the Offering Period. The remainder
of the gain, if any, recognized on such disposition will be taxed as capital gain.


 




    	 



    	 



    

 


7.
I hereby agree to be bound by the terms of the Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility
to participate in the Plan.


 


	 	Employee’s
    Social	 
	 	Security
    Number:	 
	 	 	 
	 	Employee’s
    Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


I
UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT WILL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY
ME.


 


	 	 
	Dated:
    ____________________	Signature
    of Employee ____________________


 




    	 



    	 



    

 


EXHIBIT
B


 


QUEST
SOLUTION, INC.


 


EMPLOYEE
STOCK PURCHASE PLAN


 


NOTICE
OF WITHDRAWAL


 


The
undersigned Participant in the Offering Period of the Quest Solution, Inc. Employee Stock Purchase Plan (the “Plan”)
that began on , 2016 (the “Offering Date”) hereby notifies the Company that he or she hereby withdraws from
the Offering Period. Subject to the terms of the Plan, the undersigned Participant hereby directs the Company to pay to the undersigned
as promptly as practicable all the payroll deductions credited to his or her account with respect to such Offering Period. The
undersigned understands and agrees that his or her option for such Offering Period will be terminated automatically. The undersigned
understands further that no further payroll deductions will be made for the purchase of shares in the current Offering Period
and the undersigned will be eligible to participate in succeeding Offering Periods only by delivering to the Company a new Subscription
Agreement.


 


 


	 	Name
    and Address of Participant:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 






	 	Signature:
	 	 
	 	 
	 	

         

	 	Date: