SEPARATION
AGREEMENT AND GENERAL RELEASE


 


THIS
SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”), presented this __ day of July 2016, is between Quest Solution,
Inc., a Delaware corporation (“Company”), and Scot Ross, an individual (“Ross”), together referred to
herein as the “Parties.”


 


RECITALS


 


WHEREAS,
Ross has been employed as the Company’s Chief Financial Officer (“CFO”) pursuant to an Employment Agreement with the
Company entered into as of November 20, 2014, which agreement was amended on April 27, 2015 and again on May 2, 2016, such amendment
changing Ross’s position from CFO to Vice-President of Finance (collectively, the “Employment Agreement”) (the “Employment
Agreement”);


 


WHEREAS,
Ross’s employment with the Company will end on July 31, 2016 (“Effective Date”); and


 


WHEREAS,
the Parties wish to negotiate terms of Ross’s separation from employment under terms different from those contained in the Employment
Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the
parties hereto, intending to be legally bound hereby, agree as follows:


 


1.
Termination. Subject to the terms hereof:


 


(a)
Effective as of the Effective Date, Ross will resign from his position as Vice-President of Finance and from any other managerial
positions Ross may have with the Company and all of its subsidiaries or affiliates. Ross shall deliver a Notice of Resignation
as of the Effective Date in the form of Exhibit A hereto.


 


(b)
Ross has been paid his current base pay and benefits through the Effective Date. Except as expressly provided in this Agreement,
following the Effective Date neither the Company nor any of its subsidiaries or affiliates (including any of their predecessors,
successors and assigns) shall have any further obligation to Ross in connection with Ross’s employment with the Company,
including but not limited to severance, compensation, bonuses, health insurance, life insurance, disability insurance, paid time
off (“PTO”), and any similar obligations. However, Ross retains an ownership interest in the Company in both common
shares and restricted common shares, as well as a Promissory Note for $102,000, a payment plan for $59,500 for stock redemption,
and a pending assignment of his Life Insurance policy (“Other Obligations”). Except as set forth in Section 2(c) (Option
Termination) and 2(d) (Restricted Shares) below, the Other Obligations are not covered by this Agreement.


 


(c)
Expense Reimbursement. The Company agrees to reimburse Ross within thirty (30) days of his submission in writing (such submission
to be no later than the thirtieth day following his execution of the Agreement) to Company for any reasonable amounts owed for
reasonable business related expenses that were incurred by Ross in accordance with the Company’s reimbursement policy prior
to the Effective Date.


 




    	 



    	 



    

 


(d)
Except as expressly provided herein, following the Effective Date, Ross shall not be entitled to any rights relating to or arising
from the Company or any of its subsidiaries, including any other payments or amounts from Company.


 


2.
Consideration.


 


(a)
Severance Payment. Notwithstanding any provisions in the Employment Agreement to the contrary, the Company shall pay Ross
a severance amount equal to $165,000.00 (“Severance Payment”), representing eleven months of his salary at the rate
in effect at the time of his separation. This amount, less any applicable taxes and customary withholding under applicable laws,
will be paid out in approximately 22 equal installments of $7,500.00 per payment over eleven months in accordance with the Company’s
normal payroll cycles commencing on the first Company payday following the Effective Date, or eight days after Ross executes the
Agreement, whichever is later.


 


(i)
If any of the following events shall occur, the full balance will become immediately due and payable: (1) any installment of the
Severance Payment is not made when due, or (2) a material default by the Company of any of its other obligations under this Agreement.
In each of these cases, after receiving written notice from Ross of either of these events, the Company shall have five (5) days
to cure any such default without penalty, and if cured, then this Agreement shall not be deemed to be in default. If the Company
does not cure the default within five (5) days after receiving notice from Ross, then Ross shall retain any payments made under
this Agreement as liquidated damages. Ross shall then have the right to pursue any and all remedies available to enforce the full
payment of the Agreement. The Company further acknowledges and agrees it will be liable for payment in full of any remaining balance
of the Severance Payment.


 


(b)
Benefits and Other Matters.


 


(i)
Ross shall cease to participate in all Company benefit plans as of July 31, 2016. Upon Ross’s execution of this Agreement without
revocation, the Company shall pay to Ross the amount of $349 per month, representing the current applicable COBRA premium for
individual coverage for Ross, until the earlier of eighteen (18) months following the Effective Date or the date Ross first becomes
eligible for coverage under a subsequent employer health plan, whether he enrolls in such coverage or not. Such payment shall
be processed in accordance with Company’s normal payroll cycle and paid along with the Severance Payment set forth in Section
2(a) above. Ross will pay for that portion of the COBRA premium over and above the cost of individual coverage for his covered
dependents, if any are enrolled. Both shall be processed with the 22 severance payments in the payroll cycle.


 


(ii)
The Company shall continue to maintain and pay the premiums on a $2 million life insurance policy covering Ross issued by Pacific
Life Insurance Company (Policy No. **********) (or a replacement policy with similar coverage limits) (the “Policy”)
until such time as the Company may transfer to Ross the Policy and associated collateral with the Policy in accordance with the
Policy terms which is anticipated to be within 30 days after the execution of this Agreement. In the event Ross dies with any
amounts owed to Ross by the Company under this Agreement remaining, life insurance benefits under the Policy will be used first
to pay Ross’s estate in the amount of outstanding debt and other obligations owed Ross and then the remaining balance to Ross’
estate.





 




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(c)
Termination of Service Based/Performance Options. Ross and Company agree that, notwithstanding anything contained in the
Company’s 2014 Inducement Award Plan and associated Stock Option Agreement to the contrary, any and all non-statutory stock
options granted, vested and/or exercisable by Ross pursuant to that certain Notice of Grant of Stock Option, dated as of November
21, 2014 with respect to 1,200,000 shares of Common Stock (“Time-Based Options”) and pursuant to that certain Notice
of Grant of Stock Option, dated as of November 21, 2014 with respect to 2,200,000 shares of Common Stock (“Performance Based
Options”) are hereby terminated, cancelled and forfeited and that Ross forgoes any right to exercise any vested Time-Based
Options or Performance Based Options as of the Effective Date.


 


(d)
Conversion of Restricted Shares. In addition to his Time Based Options and Performance Based Options, the Company has also
issued Ross 42,500 restricted shares of Company Common Stock (the “Restricted Shares”). With respect to the Restricted
Shares, the Parties agree that the Restricted Shares shall be cancelled, terminated and converted into 100,000 shares of the Company’s
Series C Preferred Stock.


 


(e)
Consideration in Lieu of Separation Benefit in Employment Agreement. All Consideration received under this Agreement is
in lieu of and not in addition to the Separation Benefits described in Section 5 of the Employment Agreement, and Ross hereby
waives any rights he may hold to receive other payments pursuant to the Employment Agreement. This Agreement supersedes and replaces
the obligations of the Company under Section 5 of the Employment Agreement. Ross acknowledges that the consideration set forth
in this Agreement, including the Company’s release of claims against Ross, is over and above any payment or benefits to which
he is legally entitled absent this Agreement, and Ross is entitled to no other payments or benefits except as specifically set
forth in this Agreement.


 


3.
Form of Payments; Tax Treatment.


 


(a)
Form of Payments. All payments due under this Agreement shall be made by direct deposit or by check delivered to Ross in
good and available funds, the form of such payment to be directed by Ross. Ross shall be responsible for providing Company accurate
banking information and/or address for payments.


 


(b)
Tax Treatment. The Company shall cause Ross to be furnished with any information relating to Company necessary to enable
Ross to prepare his federal and state income tax returns as soon as such information is available to Company. Ross acknowledges
that he may be required to obtain extensions of the date by which his federal and state income tax returns must be filed. The
intent of the parties is that payments and benefits under this Agreement are intended to satisfy the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended (“Code”). In no event may Ross, directly or indirectly, designate
the calendar year of any payment under this Agreement.


 




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4.
Mutual General Releases and Covenants Not to Sue:


 


(a)
Releases by Ross. In return for the releases of claims given by Company herein, and other good and valuable consideration,
the sufficiency of which Ross hereby acknowledges, Ross agrees and covenants that:


 


(i)
On behalf of himself, his attorneys, heirs, executors, administrators and assigns, Ross hereby generally releases and forever
discharges Company and its respective predecessors, successors, assigns, subsidiaries and affiliates and their past and present
equity owners, directors, officers, employees, agents, representatives and attorneys (together the “Company Releasees”)
from any and all claims, demands, liabilities, suits, damages, losses, expenses, attorneys’ fees, obligations or causes
of action, known or unknown of any kind and every nature whatsoever, and whether or not accrued or matured, which any of them
may have, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, or any other matters
or things occurring or existing at any time prior to and including the date Ross executes this Agreement (including, but not limited
to, any claim against the Company Releasees based on, relating to or arising under breach of fiduciary duty, wrongful discharge,
breach of contract (whether oral or written), tort, fraud, defamation, negligence, promissory estoppel, Title VII of the Civil
Rights Act of 1964, as amended, the Age Discrimination in Employment Act, Americans with Disabilities Act, Employee Retirement
Income Security Act of 1974, as amended, Fair Labor Standards Act, Family and Medical Leave Act, or any other federal, state or
local laws or common law including, but not limited to, matters arising out of or relating to Ross’s ownership in and/or
employment by Company, or retirement from Company as a member, officer, director or otherwise; provided, however, that such general
release is not intended to and shall not (i) limit or release Ross’s rights under this Agreement, (ii) release Company from
any of its existing and ongoing obligations to Ross under this Agreement, (iii) limit or release any indemnification rights of
Ross as a former equity owner, officer, employee or agent of Company as required by the Company (and for avoidance of doubt, Ross
shall not have any rights to indemnification, if any, thereunder with respect to any claim arising out of any breach of this Agreement
by Ross), (iv) limit or release any rights under any E&O or D&O insurance policies of Company to the extent applicable
to Ross, (v) release the Company from liability for violations of this Agreement after the Effective Date or (vi) release any
claims arising directly or indirectly out of any violations of any federal or state securities or tax laws. Additionally, this
general release of claims excludes, and Ross does not waive, any right to file an administrative charge or complaint with the
Equal Employment Opportunity Commission or other administrative agency or claims under state workers’ compensation or unemployment
laws.


 


(ii)
Ross hereby covenants forever not to assert, file, prosecute, maintain, commence, institute (or sponsor or purposely facilitate
any person in connection with the foregoing), any complaint or lawsuit or any legal, equitable or administrative proceeding of
any nature, against any of the Company Releasees in connection with any matter released in section 7(a), and represents and warrants
to Company that no other person has initiated or, to the extent within his control, will initiate any such proceeding on his behalf.


 




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(iii)
Ross covenants that Ross is not aware of, or has disclosed to Company management in writing, any matters for which he is responsible
or which came to his attention as an employee of the Company, including but not limited to any information relating to any investigation
of Company of which Ross is aware; any information Ross has relating to possible unlawful activity, retaliatory actions by Company
or the Company Releasees, violations or possible violations of any federal or state laws, or potential or pending whistleblower
claims or actions; any information known to Ross relating to violations or possible violations of Company’s corporate compliance
plan; and any information that could benefit Company in ensuring Company’s compliance with applicable laws, rules, or regulations;
and Ross further covenants that there is no such information known to Ross that Ross has not yet brought to the attention of Company’s
management in writing.


 


(b)
Releases by Company.


 


(i)
As further consideration to Ross in addition to that provided for in Section 2, the Company, on behalf of itself, and its attorneys,
administrators, assigns, debtors, and successors (together the “Company Releasors”), hereby generally release and
forever discharge Ross from any and all claims, demands, liabilities, suits, damages, losses, expenses, attorneys’ fees,
obligations or causes of action, known or unknown of any kind and every nature whatsoever, and whether or not accrued or matured,
which any of them may have, arising out of or relating to any transaction, dealing, relationship, conduct, act or omission, or
any other matters or things occurring or existing at any time prior to and including the Effective Date against Ross and including,
but not limited to, such matters arising out of or relating to Ross’s ownership in Company and/or employment by Company,
or Ross’s termination as an officer or director; provided, however, that such general release is not intended
to and shall not (i) limit or release Company’s rights under this Agreement, (ii) release Ross from any of Ross’s
existing and ongoing obligations to any of the Company Releasors under this Agreement, or (iii) release Ross with respect to violations
of any federal or state laws.


 


(ii)
Company on behalf of itself and the Company Releasors, hereby covenants forever not to assert, file, prosecute, maintain, commence,
institute (or sponsor or purposely facilitate any person in connection with the foregoing), any complaint or lawsuit or any legal,
equitable or administrative proceeding of any nature, against any of Ross in connection with any matter released in this section
4(b), and represent and warrant to Ross that no other person has initiated or, to the extent within its control, will initiate
any such proceeding on its behalf.


 


(c)
It is the intention of the parties in executing this Agreement that this Agreement shall be effective as a full and final accord
and satisfaction and mutual release of and from all liabilities, disputes, claims and matters covered under this Agreement, known
or unknown, suspected or unsuspected between Ross and Company Releasors, subject to the provisos set forth above in subsections
4(a) and (b) as applicable. In connection with such waiver and relinquishment, Ross and Company acknowledge that he or it may
hereafter discover claims or facts in addition to or different from those which he or it now knows or believes to exist with respect
to Ross or Company Releasors or the subject matter of this Agreement, but that it is his and its intention to hereby fully, finally
and forever to settle and release all of the matters, disputes and differences, known and unknown, suspected or unsuspected, which
now exist, may exist, or heretofore have existed, between Ross and Company, subject to the provisos set forth above in subsections
4(a) and (b) as applicable. In furtherance of this intention, the release contained herein shall be and remain in effect as a
full and complete general release as to the claims of both Ross and Company Releasors, subject to the provisos set forth above
in subsections 4(a) and (b) as applicable, notwithstanding the discovery or existence of any such additional or different claims
or facts.


 




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(d)
Ross understands that this Agreement has to meet certain requirements to validly release any claims Ross might have had under
the Age Discrimination in Employment Act (“ADEA”), and Ross represents and warrants that all such requirements have
been satisfied. Ross understands and acknowledges that he has been offered a period of up to twenty-one days after receipt of
this Agreement to decide whether to sign this Agreement, and that he took advantage of as much of this period as he wished to
consider this Agreement before executing it. Ross acknowledges and agrees that the Company has advised him to consult with his
attorney prior to executing this Agreement, and that he has done so to the extent he deems appropriate. Ross acknowledges that
this Agreement is in writing and is understandable and that he has carefully read this Agreement, he fully understands it, and
he enters into this Agreement knowingly and voluntarily (free from fraud, duress, coercion, or mistake of fact). Ross agrees that
he is receiving valuable consideration in exchange for execution of this Agreement that he would not otherwise be entitled to
receive. Ross further understands and acknowledges that he has the right to revoke this Agreement. Should Ross elect to revoke
the Agreement his notice of revocation must be delivered in writing by e-mail, fax, hand delivery, overnight delivery, or U.S.
Mail, to Thomas Miller, Chairman and President, Quest Solution, Inc., at 860 Conger Street, Eugene, OR 97402, tmiller@questsolution.com
(541) 284-5169, within seven days following the day he executes this Agreement. Should Ross not exercise his right to revoke the
Agreement within seven days of the date of execution, the Agreement shall be held in full force and effect, and each party shall
be obligated to comply with its requirements. Should Ross exercise his right to revoke the Agreement within seven days of the
date of execution in compliance with the above requirements, the Agreement shall be null and void in all aspects.


 


5.
Mutual Non-Disparagement. Ross and the Company, through its Board of Directors, officers or senior management employees who
have knowledge of the terms of this Agreement, shall not, directly or indirectly, make or cause to be made any disparaging, denigrating,
derogatory or other negative, misleading or false statement orally or in writing to any person or entity about Ross or the Company,
respectively. The provisions of this section shall not restrict either Ross or the Company from reporting possible violations
of law to any governmental agency or entity or making other disclosures that are protected under the whistleblower provisions
of federal, state, or local laws or regulations, or from making accurate statements that are required by law in good faith in
a court of law or arbitration proceeding or other legal dispute resolution forum or pursuant to a court or regulatory proceeding
or order.


 




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6.
Confidentiality.


 


(a)
Without the express written consent of the Company, Ross shall not disclose to any other business entity proprietary or confidential
information concerning the Company, its subsidiaries, affiliates or any of its or their officers. Ross shall not disclose any
of the Company’s or the Company’s subsidiaries’ or affiliates’ trade secrets or inventions of which Ross
has gained knowledge during his employment with the Company. This paragraph shall not apply to any such information that: (1)
Ross is required to disclose by law; (2) has been otherwise disseminated, disclosed, or made available to the public; or (3) was
obtained after the Effective Date and from some source other than the Company, which source was under no obligation of confidentiality.


 


(b)
Both the Company and Ross shall not disclose, disseminate or publicize and shall keep strictly confidential the terms of this
Agreement, and the negotiations leading to this Agreement, except (i) to the respective party’s legal, accounting or financial
advisors, and (ii) with respect to each of Company and Ross, for valid business purposes as may be reasonably necessary. Notwithstanding
the foregoing provisions in this Section 6(b), each party to this Agreement shall have the right to disclose the terms of this
Agreement if such disclosure is required to be made by law, judicial or governmental process or order, regulatory examination,
administrative proceeding, discovery request or similar process, provided that, it is understood and agreed that notice of receipt
by a party of any such order or request shall promptly be communicated in writing to all other parties.


 


(c)
Notwithstanding the confidentiality restrictions set forth herein the Company is permitted, if legally required to do so, to provide
a public statement in substantially the following form: “Scot Ross has resigned from the Company to pursue other business
and/or personal interests.”


 


7.
Duty to Cooperate/Consult. Upon the receipt of reasonable notice from the Company (including from the Company’s outside counsel),
Ross agrees that after the Effective Date, he will provide assistance and cooperation to the Company in the operation of Company’s
business in regards to financial statements, contracts, public filings, and the like, as may be reasonably requested from time
to time, for a period of five months following the Effective Date. By way of example, assistance and cooperation may include (a)
being available for brief telephone conferences with outside counsel and/or Company personnel, (b) reviewing documents or other
data, (c) providing information about past practices, agreements, and the like, not to exceed 8 hours per month. While Ross agrees
to provide this assistance without charge, Ross agrees to work on identifiable projects assigned by the Company for compensation
of $750 plus reasonable expenses for four hours or less of services, or $1,500 plus reasonable expenses for services exceeding
four hours in a calendar day. To receive fees for such services, Ross must receive written authorization from the Company to perform
the services, invoice the Company within fifteen days after the end of each calendar month, and provide documentation satisfactory
to the Company.


 




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8.
Injunctive Relief. Ross agrees that upon a breach of any obligation in Sections 5-7, the Company shall be entitled, in addition
to any other right or remedy available to it (including, but not limited to, an action for damages), to an injunction restraining
such breach or a threatened breach and to specific performance of such provisions, and Ross hereby consents to the issuance of
such injunction and to the ordering of specific performance, without the requirement of the Company to post any bond or other
security. The Company agrees that upon a breach of any obligation in Sections 5-7, Ross shall be entitled, in addition to any
other right or remedy available to it (including, but not limited to, an action for damages), to an injunction restraining such
breach or a threatened breach and to specific performance of such provisions, and Company hereby consents to the issuance of such
injunction and to the ordering of specific performance, without the requirement of the Ross to post any bond or other security.


 


9.
Cooperation, Office and Return of Company Property.


 


(a)
In connection with this Agreement and the transactions contemplated hereby, each party shall execute and deliver such additional
documents and instruments reasonably requested by any other party that may be necessary or appropriate to effectuate and perform
the provisions of this Agreement and the transactions contemplated hereby.


 


(b)
Except as specifically provided herein, following the Effective Date, Ross shall not use or have access to Company’s offices,
equipment, files or other property; provided, however, Ross shall have a period of 14 days from the date of this Agreement to
remove his personal property from his office at the Company and to return to the Company all equipment, supplies and other property
of Company.


 


(c)
Ross agrees to provide assistance and cooperation in the operation of Company’s business, including but not limited to lawsuits,
arbitration proceedings, governmental hearings, investigations or proceedings (collectively, “Legal Proceedings”)
in which the Company or any of its subsidiaries or affiliates are a party or otherwise involved and in which Ross is knowledgeable,
as may be reasonably requested from time to time. In the event such assistance is required by the Company, Ross shall be reimbursed
for reasonable expenses incurred in connection with such assistance and cooperation.


 


10.
Expenses and Taxes. Each party to this Agreement shall bear its respective expenses, including legal fees and taxes, which
arise as a result of the transactions contemplated herein.


 


11.
Representations of Parties.


 


(a)
Ross represents and warrants that (i) he has full power and authority to execute, deliver and perform the obligations under this
Agreement and, when executed and delivered, this Agreement shall constitute the valid and binding legal obligation of Ross enforceable
in accordance with the terms hereof; and (ii) the execution and delivery of this Agreement, and the performance of Ross’s obligations
hereunder, will not constitute a breach, violation of, default or cause acceleration of performance under any contract, lease,
bond, mortgage, indenture or other agreement to which Ross is a party or by which Ross or Ross’ assets are bound.


 




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(b)
The Company represents and warrants that this Agreement has been duly authorized by all requisite corporate action of the Company
and, when executed and delivered, this Agreement shall constitute the valid and binding obligation of Company enforceable in accordance
with its terms. The Company further represents that it has disclosed to Ross all current plans to recapitalize, refinance, take
private, sell, merge, or otherwise liquidate the Company that would influence Ross to enter into this Agreement.


 


12.
Notices. All notices, consents or other communications required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been duly delivered and received when delivered personally, upon transmission via electronic
mail with electronic delivery receipt, or one (1) business day after being sent by a nationally recognized overnight delivery
service, postage or delivery charges prepaid or five (5) business days after being sent by registered or certified mail, return
receipt requested, postage charges prepaid, in each case, to the other parties at their respective address set forth below:


 


If
to Scott Ross, as follows:


**********


**********


**********


 


If
to Quest Solution, Inc., as follows:


Attn:
Thomas Miller, Chairman and President


860
Conger Street


Eugene,
OR 97402


tmiller@questsolution.com


 


Any
party may change such party’s address for notice and the address to which copies must be sent by giving notice of the new
addresses to the other parties in accordance with this Section 12, provided that any such change of address notice shall not be
effective unless and until received.


 


13.
Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof,
supersedes all prior agreements or understandings of the parties relating thereto (including, without limitation, the Employment
Agreement) and shall not be modified or amended in any fashion except by instrument in writing signed by the party charged with
such modification or amendment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors, heirs and assigns; provided that, (a) Ross shall not assign his rights or obligations under this
Agreement without the prior written consent of the Company (provided that an assignment in accordance with the laws of descent
and distribution due to the death of such party shall not be prohibited), and (b) Company may assign its respective rights and
obligations under this Agreement, provided that any such assignment shall not release Company of its obligations hereunder without
the prior written consent of Ross. This Agreement may be executed in any number of counterparts (which counterpart signature page
may be an original or a facsimile, pdf or other copy of such original), each of which shall be deemed an original but all of which
together shall constitute a single instrument. In the event any party hereto is in breach or default of its obligations under
this Agreement, each other party that has a claim with respect thereto shall have the right to pursue such remedies under this
Agreement or otherwise available at law or in equity, which remedies shall be cumulative and non-exclusive, provided that, each
party shall have a period of five (5) business days for a payment default and thirty (30) days for all other breaches or defaults
following the date of delivery of written notice of such breach or default in which to cure such breach or default (but only to
the extent such breach or default is capable of being cured).


 




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14.
Choice of Law; Arbitration; Consent to Service of Process. 


 


(a)
This Agreement and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate
to this Agreement or the relationship of the parties hereto (individually, a “Claim,” and, collectively, “Claims”)
will be governed by and in strict accordance with the substantive laws of the State of Nevada without giving effect to principles
of conflicts of laws.


 


(b)
Any Claim shall be resolved by a binding arbitration, to be held in Orange County, California pursuant to the Federal Arbitration
Act and in accordance with the then-prevailing Employment Arbitration Rules of the American Arbitration Association (the “AAA”).
In accordance with the AAA Rules, the parties shall select one arbitrator who shall be qualified and have experience with respect
to the matters subject to such Claim. Each party shall bear its own expenses incurred in connection with arbitration. The arbitrator
shall determine the party or parties responsible for the payment of the fees and expenses of the arbitrator based upon the relative
merits of the respective arguments made by the parties with respect to the Claim(s). The arbitrator shall render its final award
within 60 days following conclusion of the hearing and any required post-hearing briefing or other proceedings ordered by the
arbitrator, subject to the parties’ consent to the arbitrator’s request for an extension of time to issue the award. Any discovery
in connection with arbitration hereunder shall be limited to information directly relevant to the applicable Claim. The arbitrator
will state the factual and legal basis for the award. The decision of the arbitrators in any such proceeding will be final and
binding and not subject to judicial review and final judgment may be entered upon such an award in any court of competent jurisdiction,
but entry of such judgment will not be required to make such award effective. Any action against any party hereto ancillary to
arbitration, including any action for provisional or conservatory measures or action to enforce an arbitration award or any judgment
entered by any court in respect of any thereof may (and shall only) be brought in any federal or state court of competent jurisdiction
located in Orange County, California and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of any federal
or state court located in Orange County, California over any such action. The parties hereby irrevocably waive, to the fullest
extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such action
brought in such court or any defense of inconvenient forum for the maintenance of such action. Each of the parties hereto agrees
that a judgment in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law.


 


(c)
Each of the parties hereto hereby consents to process being served by any party to this Agreement in any suit, action or proceeding
by the delivery of a copy thereof in accordance with the provisions of Section 14.


 







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(d)
Notwithstanding anything to the contrary contained in this Agreement, any party may apply to a court of proper jurisdiction in
accordance with paragraph (b) above for the specific performance of the terms of this Agreement. If legal action is instituted
to specifically enforce the performance of this Agreement, or any part hereof, the prevailing party will be entitled to reasonable
attorneys’ fees, in addition to actual costs and expenses incurred in connection with such action.


 


15.
Drafting. The parties acknowledge and agree that this Agreement was the subject of negotiation and that no provision hereof
shall be construed against one party by reason of the rule of construction that a document should be more strictly construed against
the party that drafted or prepared such document or whose agent drafted or prepared such document. In addition, each party acknowledges
that it has been advised and has had the opportunity to seek the advice of independent legal counsel. Further, each party acknowledges
that it has been advised that this Agreement may have tax consequences and that it should seek and has had the opportunity to
seek the advice of an independent tax adviser.


 


16.
Enforceability. If any provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement
shall nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to a particular
circumstance, it shall nevertheless remain in full force and effect in all other circumstances.


 


17.
Attorneys’ Fees. In the event a dispute arises because either party fails to perform its/his obligations in accordance
with the terms of this Agreement, the prevailing party in such dispute shall be entitled to recover, in addition to any other
remedy to which such party may be entitled to recover, all of its costs and attorney’s fees incurred in connection with
the dispute irrespective of whether or not a lawsuit is actually commenced or prosecuted to conclusion.


 


18.
Section 409A. 


 


(a)
Notwithstanding anything to the contrary in this Agreement, if Ross is a “specified employee” on the date of Ross’s
“separation from service” (each term as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Code”),
as determined by Company in accordance with Section 409A of the Code, and the deferral of the commencement of any payments or
benefits otherwise payable hereunder as a result of such separation from service is necessary in order to prevent any accelerated
or additional tax under Section 409A of the Code, then Company will defer the commencement of the payment of any such payments
or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to Ross) until the date that
is at least six (6) months following Ross’s separation from service with the Company (or the earliest date permitted under
Section 409A of the Code), whereupon Company will pay Ross a lump-sum amount equal to the cumulative amounts that would have otherwise
been previously paid to Ross under this Agreement during the period in which such payments or benefits were deferred.


 


(b)
With respect to the provisions of this Agreement which provide for “nonqualified deferred compensation” within the
meaning of Section 409A of the Code, this Agreement is intended to comply with the provisions of Section 409A of the Code and
the Regulations thereunder and shall be so interpreted, construed and administered.


 




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(c)
In the event that following the date hereof the Company and Ross reasonably determines that any compensation or benefits payable
under this Agreement may be subject to Section 409A of the Code, Company and Ross shall work together to adopt such amendments
to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect),
or take any other commercially reasonable actions necessary or appropriate, to (i) exempt the compensation and benefits payable
under this Agreement from Section 409A of the Code and/or preserve the intended tax treatment of the compensation and benefits
provided with respect to this Agreement or (ii) comply with the requirements of Section 409A of the Code and related Department
of Treasury guidance.


  




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AGREED
AND ACCEPTED:


 


	 	 	QUEST
    SOLUTION, INC.
	 	 	 	 
	/s/ Scot Ross	 	 	Tom
    Miller
	Scot Ross	 	 	 
	Date:
    7-31-16	 	By:	/s/
    Tom Miller
	 	 	 	 	 
	 	 	 	Its:	President
	 	 	 	 	 
	 	 	 	Date:	July
    31, 2016


 




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Exhibit
A


 


Draft
Notice of Resignation





 


To:
Tom Miller


 


From:
Scot Ross


 


Date:
July 31, 2016


 


In
accordance with the terms and conditions of the Separation Agreement executed on July 31, 2016, I hereby resign my employment
with Quest Solution, Inc.


 


The
Effective Date is July 31, 2016.





 


	 	Company:
	 	 
	 	Quest
    Solution, Inc.
	 	 	 
	 	By: 	/s/
    Scot Ross
	 	Name:	Scot
    Ross
	 	Its:	VP Finance


 


	ACCEPTED:	 
	 	 
	This
    31st day of July, 2016:	 
	 	 
	For
    the Company:	 
	 	 
	/s/
    Tom Miller	 
	Tom
    Miller, President and Chairman