EXHIBIT 4.1



 


SECURED
PROMISSORY NOTE


 


Greenville,
South Carolina


	$12,492,136.51
    USD	July
    1, 2016


 


For
value received, Quest Solution, Inc., a Delaware corporation, Bar Code Specialties, Inc., a California corporation, Quest
Marketing, Inc., an Oregon corporation, Quest Solution Canada Inc. a Canadian corporation, Quest Exchange Ltd., a Canadian corporation
(individually, a “Debtor,” and collectively, “Debtors”) and their subsidiaries and/or affiliates,
with principal offices at 860 Conger Street, Eugene, Oregon 97402, jointly and severally hereby promise to pay to the order of
ScanSource, Inc., a South Carolina corporation (“ScanSource”), and its subsidiaries and/or affiliates, with
principal offices at 6 Logue Court, Greenville, SC 29615, at ScanSource's address, or at such other place as ScanSource may designate,
in lawful money of the United States of America and in immediately available funds, the principal amount of Twelve Million Four
Hundred Ninety-Two Thousand One Hundred Thirty-Six and 51/100 Dollars ($12,492,136.51) (the “Principal”). Unless
sooner paid, all outstanding Principal, outstanding interest, and accrued interest on this Secured Promissory Note (“Note”)
shall be due and payable on December 31, 2016 (the “Maturity Date”).


 


This
Note evidences obligations in respect of trade credit extended by ScanSource to Debtors prior to the date hereof. This Note is
not a novation.


 


“ScanSource”
as used herein shall include transferees, successors and assigns of ScanSource, and all rights of ScanSource hereunder shall inure
to the benefit of its transferees, successors and assigns. All obligations of the Debtors hereunder shall bind Debtors successors
and permitted assigns; provided, however, that Debtors may not assign or delegate its obligations under this Note or any other
Transaction Documents, as defined in Section 2 herein.


 


1.
Principal and Interest Payments




 


The
Principal amount of the Note shall be repaid in Six (6) consecutive monthly installments of principal and accrued interest with
any remaining Principal and accrued interest due and payable on the Maturity Date. The first such installment in the principal
amount of a minimum of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00), plus all accrued interest on the Principal
through such payment date, shall be due by July 19, 2016, and each remaining installment of Principal and interest shall be paid
monthly and due by the fifteenth (15th) day of each succeeding month, in a minimum principal amount of Two Hundred
Fifty Thousand and 00/100 Dollars ($250,000.00) each, plus all accrued interest on the Principal through such payment date. The
remaining Principal balance of this Note and all accrued interest shall be due and payable in full on the Maturity Date. Interest
shall be charged at the rate of Twelve percent (12.0%) per annum starting on July 1, 2016; provided, that following the occurrence
and during the continuance of an Event of Default (as defined in Section 5 herein), interest on the Principal shall accrue at
the Default Rate (as defined in Section 5 herein) and shall be due and payable on demand.


 




    	 



    	 



    

 


Each
payment of Principal, interest or other amounts due under this Note shall be paid to ScanSource, in United States Dollars via
wire transfer, to JP Morgan Chase Bank, NA, 270 Park Avenue, New York, New York 10017, Beneficiary: ScanSource, Inc., Routing
Number: #########, Account Number: #########, SWIFT Code: ######## so that it is received by ScanSource on the date that is specified
for payment under this Note. All payments or prepayments on this Note shall be applied, first, to fees, costs and expenses of
ScanSource under this Note and the other agreements executed in connection herewith, second, to the interest accrued on this Note
through the date of such payment or prepayment, and then to the outstanding Principal balance hereunder. All payments under this
Note shall be made without any set-off, counterclaim or deduction whatsoever, and the Debtors hereby irrevocably waive all rights
of set-off, counterclaim and deduction.


 


This
Note may be prepaid in whole or in part any time without premium or penalty, but only together with all interest then accrued
under this Note.


 


2.
Representations and Warranties


 


Each
Debtor hereby represents and warrants that: (a) it has the corporate power and authority, and all necessary actions have been
taken, for the Debtors to execute and deliver this Note, to borrow and repay the Principal, interest, and other obligations hereunder,
and to perform its other obligations hereunder and under the Security Agreement, dated July 1, 2016, by and among the Debtors
in favor of ScanSource (as amended or modified from time to time, the “U.S. Security Agreement”), and that
certain Movable Hypothec and General Security Agreement, dated July 1, 2016, by and among Debtors in favor of ScanSource (as amended
or modified from time to time, the “Canadian Security Agreement” and, together with the U.S. Security Agreement,
collectively, the “Security Agreements”), and each of the other documents, instruments, and agreements executed
or delivered in connection herewith or therewith (collectively with this Note and the Security Agreements, the “Transaction
Documents”); (b) the Debtors’ obligations under this Note and the other Transaction Documents are valid and binding
obligations, enforceable against the Debtors in accordance with their terms (subject to applicable bankruptcy, insolvency and
other similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general
application); (c) Debtors have good and marketable title to, or a valid leasehold interests in, the properties and assets used
by it in the operation of its business or located on its premises, free and clear of all liens and encumbrances; (d) there exists
no order, notice, claim, litigation, proceedings or investigation pending or threatened against or affecting Debtors, whether
or not covered by insurance, that could reasonably be expected to materially and adversely affect Debtors’ operations, financial
condition, property or business; (e) all information furnished to ScanSource or ScanSource’s counsel by or on behalf of
the Debtors in connection with the transactions contemplated by this Note does not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements herein or therein not misleading; and (f) each
Debtor has had the advice of independent, experienced counsel of such Debtor’s own choosing in connection with the negotiation
and execution of this Note and the other Transaction Documents and the transactions contemplated hereby and thereby. The representations
and warranties set forth herein shall be cumulative and in addition to any and all other representations and warranties which
Debtors shall now or hereafter give, or cause to be given, to ScanSource in any Transaction Documents or otherwise. Each Debtor
acknowledges and agrees that this Note and the obligations evidenced hereby (i) represent the absolute, unconditional, legal,
valid and binding obligations of such Debtors to ScanSource; (ii) are not subject to any defense, setoff or counterclaim; and
(iii) are undisputed and payable by each Debtor to ScanSource on the terms and conditions contained herein and in the other Transaction
Documents. To the extent that Debtors or any other entity claiming by, through, or under Debtors, together with their respective
successors and assigns (collectively with Debtors, the “Debtor Affiliates”) may have any such defense, setoff
or counterclaim or any other recoupments or claims, each Debtor, on behalf of itself and to the extent legally empowered to do
so, the other Debtor Affiliates, releases and forever discharges each of ScanSource and its present and former affiliates and
subsidiaries, predecessors in interest, present and former officers, agents, directors, attorneys and employees, and the respective
heirs, executors, successors and assigns of all of the foregoing, whether past, present or future (collectively with ScanSource,
the “ScanSource Affiliates”) of and from any and all manner of action and actions, cause and causes of action,
suits, debts, torts, controversies, damages, judgments, executions, recoupments, claims and demands whatsoever, asserted or unasserted,
in law or in equity which, against any ScanSource Affiliate, any Debtor Affiliate ever had or now has by reason of any matter,
cause, causes or thing whatsoever, including, without limitation, any presently existing claim, recoupment, or defense, whether
or not presently suspected, contemplated or anticipated.


 




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3.
Co-Debtors.


 


(a)
Each Debtor agrees that it is jointly and severally liable for the Principal, all accrued interest thereon, and all other obligations
hereunder or evidenced hereby. ScanSource may bring an action against any Debtor, whether or not an action is brought against
the other Debtors.


 


(b)
Each Debtor agrees that any release which may be given by ScanSource to any other Debtor will not release such Debtor from its
obligations under this Note or any of the other Transaction Documents.


 


(c)
Each Debtor waives any right to assert against ScanSource any defense, setoff, counterclaim or claim that such Debtor may have
against any other Debtor or any other party liable to ScanSource for the obligations of the Debtors under this Note or any of
the other Transaction Documents.


 


(d)
Each Debtor agrees that it is solely responsible for keeping itself informed as to the financial condition of the other Debtors
and of all circumstances which bear upon the risk of nonpayment.


 


(e)
Each Debtor waives any right it may have to require ScanSource to disclose to such Debtor any information that ScanSource may
now or hereafter acquire concerning the financial condition of the other Debtors.


 


(f)
Each Debtor waives all rights to notices of default or nonperformance by any other Debtors under this Note and the other Transaction
Documents. Each Debtor further waives all rights to notices of the existence or the creation of new indebtedness by any other
Debtors.


 


(g)
Until the Principal, all accrued interest thereon, and all other obligations hereunder or evidenced hereby and by the other Transaction
Documents have been paid or otherwise performed in full, each Debtor waives any right of subrogation, reimbursement, indemnification
and contribution (contractual, statutory or otherwise), including any claim or right of subrogation under the U.S. Bankruptcy
Code or any other Debtors relief laws, those such Debtors may now or hereafter have against any other Debtors with respect to
such obligations. Each Debtor waives any right to enforce any remedy which ScanSource now has or may hereafter have against any
other Debtors, and waives any benefit of, and any right to participate in, any security now or hereafter held by ScanSource.


 




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4.
Covenants


 


The
Debtors hereby covenant and agree that from and after the date of this Note and for so long as any of the obligations under this
Note are outstanding:


 


(a)
Indebtedness. Each Debtor will not, and will not permit any of its subsidiaries and/or affiliates to, create, incur,
assume or suffer to exist any secured indebtedness, except indebtedness arising hereunder and under the other Transaction Documents
without the prior written consent of ScanSource’s Vice President, Worldwide Reseller Financial Services or Senior Vice President,
Finance and Principal Accounting Officer (individually, “Authorized Representative”).


 


(b)
Mergers, Acquisitions, Transfers of Assets, Liens, Etc. Each Debtor will not, and will not permit any of its subsidiaries
and/or affiliates to merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate
with it, or sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) any of its assets
(in each case, whether now owned or hereafter acquired) or any of the membership interests or other equity of any of their respective
subsidiaries (in each case, whether now owned or hereafter acquired) or wind up, liquidate or dissolve (including any declaration
of bankruptcy), or create, incur or suffer to exist any liens, security interests or other encumbrances on any of their respective
assets (other than in favor of ScanSource), or enter into any other recapitalization, joint venture or business combination, or
sell, transfer or acquire any assets without the prior written consent of ScanSource’s Authorized Representative.


 


“Person”
as used herein means any individual, corporation, partnership, joint venture, limited liability company, association, joint stock
company, trust or other entity, or any government or any agency or political subdivision thereof.


 


(c)
Organizational Documents. Each Debtor will not, and will not permit any of its subsidiaries and/or affiliates to amend,
modify or restate, or permit the amendment, modification or restatement of, their respective organizational documents (including,
without limitation, their respective certificates or articles of incorporation, by-laws, certificates of formation, and operating
agreements) without the prior written consent of ScanSource’s Authorized Representative.


 




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(d)
Investments. Each Debtor will not, nor will it permit any subsidiary and/or affiliates to, create, purchase, hold or acquire
(including pursuant to any merger with any Person), any common stock, membership interests or other equity securities (including
any option, warrant, or other right to acquire any of the foregoing) of, or make or permit to exist any investment or any other
interest in, any other Person (all of the foregoing being collectively called “Investments”), or create or
form any subsidiary, in each case other than as previously disclosed to ScanSource in writing without the prior written consent
of ScanSource’s Authorized Representative.


 


(e)
Restricted Payments. Each Debtor will not, and will not permit any subsidiary and/or affiliates to declare or make,
or agree to pay or make, directly or indirectly, any dividend or distribution (including a distribution of cash or other property)
on any class of their respective equity interests, or make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any class of their respective equity
interests, whether now or hereafter outstanding (each, a “Restricted Payment”) without the prior written consent
of ScanSource’s Authorized Representative.


 


(f)
Affiliate Transactions. Each Debtor will not, and will not permit any subsidiary and/or affiliates to, make any payment
to any shareholder, member, officer, director, manager or other affiliate, or enter into or amend any agreement, contract, commitment,
arrangement, transaction or series of transactions that directly or indirectly benefits any shareholder, member, officer, director,
manager or other affiliate without the prior written consent of ScanSource’s Authorized Representative.


 


(g)
Compliance with Laws. Each Debtor shall, and shall cause its subsidiaries and affiliates to, comply, in all material respects,
with all laws, statutes, rules, regulations, judgments, or orders which are applicable their respective business.


 


(h)
Corporate Existence. Each Debtor and its subsidiaries and/or affiliates individually shall ensure, maintain, and preserve
its corporate existence and its good standing in its jurisdiction of incorporation and maintain qualification in each jurisdiction
and to maintain, in force all licenses, approvals and agreements.


 


(i)
Notice of Events of Default. Each Debtor shall immediately provide written notice to ScanSource’s Authorized Representative
of the occurrence of any Event of Default, or any event or condition which, with the passage of time or giving of notice or both,
would constitute an Event of Default.


 


(j)
Reporting. Debtors shall cause to be prepared and delivered the following to the ScanSource:


 


		a.	Annual
                                         Monthly Budgeted Financial Statements



 


Debtors
shall deliver to ScanSource, within sixty (60) days after the end of each fiscal year, management prepared budgeted financial
statements with respect to Quest Solution, Inc. and its subsidiaries and/or affiliates reflecting their consolidated projected
monthly operations for the current fiscal year, which shall include, without limitation, a balance sheet, profit and loss statement,
and a statement of cash flow, with supporting schedules, all prepared on a consolidated and consolidating basis, in reasonable
detail, and in conformity with Generally Accepted Accounting Principles (“GAAP”) .


 




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		b.	Annual
                                         Financial Statements



 


Debtors
shall deliver to ScanSource, within one hundred twenty (120) days after the end of each fiscal year, Certified Public Accountant
prepared and audited financial statements reflecting its operations during such fiscal year, which shall include, without limitation,
a balance sheet, profit and loss statement, and a statement of cash flow, with supporting schedules and management notes, all
prepared on a consolidated and consolidating basis, in reasonable detail, and in conformity with GAAP and certified to its correctness
by the Debtors’ principal financial officer.


 


		c.	Quarterly
                                         Financial Statements. 



 


Debtors
shall deliver to ScanSource, within forty-five (45) days after the end of each fiscal quarter, management prepared and reviewed
financial statements reflecting its operations during such fiscal quarter, which shall include, without limitation, a balance
sheet, profit and loss statement, and a statement of cash flow, with supporting schedules, all prepared on a consolidated and
consolidating basis, in reasonable detail, and in conformity with GAAP and certified to its correctness by the Debtors’
principal financial officer.


 


		d.	Monthly
                                         Financial Statements



 


Debtors
shall deliver to ScanSource, within thirty (30) days after the end of each fiscal month, management prepared and unaudited financial
statements reflecting its operations during such fiscal month, which shall include, without limitation, a balance sheet, profit
and loss statement, and a statement of cash flow, with supporting schedules, all prepared on a consolidated and consolidating
basis, in reasonable detail, and in conformity with GAAP and certified to its correctness by the Debtors’ principal financial
officer.


 


		e.	Rolling
                                         Twelve (12) Month Forecast



 


Debtors
shall deliver to ScanSource, on the first business day of each month, management prepared rolling twelve (12) month financial
forecast with respect to Quest Solution, Inc. and its subsidiaries and/or affiliates reflecting their projected monthly operations
for the upcoming twelve (12) month period, which shall include, without limitation, a balance sheet, profit and loss statement,
and a statement of cash flow, with supporting schedules, all prepared on a consolidated and consolidating basis, in reasonable
detail, and in conformity with GAAP.


 




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		f.	Rolling
                                         Six (6) Week Cash Receipts and Disbursement Schedule 



 


Debtors
shall deliver via email to cleveland.mcbeth@scansource.com and gerry.lyons@scansource.com to ScanSource by 2:00PM United States
(“US”) Eastern Standard Time on Monday of each week management prepared cash receipts and disbursement projections
for the forthcoming six (6) weeks.


 


		g.	Weekly
                                         Working Capital Reports



 


Debtors
shall deliver via email to cleveland.mcbeth@scansource.com and gerry.lyons@scansource.com to ScanSource by 2:00PM US Eastern Standard
Time on Monday of each week management prepared consolidating summaries of its (i) accounts receivable, (ii) accounts payable,
and (iii) inventory detail, certified to its correctness by the Debtors’ principal financial officer.


 


In
addition, Debtors shall, at ScanSource’s request, promptly provide ScanSource with such records, reports and other information
that ScanSource may reasonably request from time to time.


 


5.
Events of Default and Remedies


 


The
occurrence of any one or more of the following events shall constitute an “Event of Default” hereunder and
under each of the other Transaction Documents: (i) any Debtor shall fail to pay when due any amount payable under this Note or
otherwise fail to perform or breach a covenant contained in this Note or in any other Transaction Documents or there shall have
otherwise occurred an Event of Default under any other Transaction Documents; (ii) any statement, representation, or warranty
made by or on behalf of any Debtor or any guarantor of any such Debtor’s obligations hereunder, or other Person directly
or indirectly liable for the repayment of this Note or who shall have executed and delivered a Security Agreement or any other
Transaction Documents (collectively, an “Obligor”) in connection with this Note proves to have been untrue,
incorrect, misleading or incomplete in any material respect as of the date made; (iii) any Debtor or any Obligor is in default
under any other Transaction Documents; (iv) any Debtor shall fail to pay when due any other indebtedness for borrowed money owed
by it to any other Person and such default shall continue beyond any applicable grace period; (v) any Debtor or any Obligor becomes
insolvent or makes an assignment for the benefit of creditors, or an action is brought by any Debtor or any Obligor seeking such
Person’s dissolution or liquidation of such Person’s assets or seeking the appointment of a trustee, interim trustee,
receiver or other custodian for any of such Person’s property, or any Debtor or any Obligor commences a voluntary case under
the United States Bankruptcy Code, or a reorganization or arrangement proceeding is instituted by any Debtor or any Obligor for
the settlement, readjustment, composition or extension of any of such Person’s debts upon any terms, or an action or petition
is otherwise brought by any Debtor or any Obligor seeking similar relief or alleging that such Person is insolvent or unable to
pay such Person’s debts as they mature; (vi) an action is brought against any Debtor or any Obligor seeking such Person’s
dissolution or liquidation of any of such Person’s assets or seeking the appointment of a trustee, interim trustee, receiver
or other custodian for any of such Person’s property, and such action is consented to or acquiesced in by any Debtor or
such Obligor or is not dismissed within sixty (60) days of the date upon which it was instituted, or a proceeding under the United
States Bankruptcy Code is instituted against any Debtor or any Obligor and an order for relief is entered in such proceeding or
such proceeding is consented to or acquiesced in by any Debtor or such Obligor or is not dismissed within sixty (60) days of the
date upon which it was instituted, or a reorganization or arrangement proceeding is instituted against any Debtor or any Obligor
for the settlement, readjustment, composition or extension of any of such Person’s debts upon any terms and such proceeding
is consented to or acquiesced in by any Debtor or any Obligor or is not dismissed within sixty (60) days of the date upon which
it was instituted, or an action or petition is otherwise brought against any Debtor or any Obligor seeking similar relief or alleging
that such Person is insolvent, unable to pay its debts as they mature or generally not paying its debts as they become due and
such action or petition is consented to or acquiesced in by any Debtor or such Obligor or is not dismissed within sixty (60) days
of the date upon which it was brought; (vii) any material adverse change occurs in any Debtor’s or any Obligor’s financial
condition or means or ability to pay this Note; (viii) the occurrence of any other event as a result of which ScanSource in good
faith believes that the prospect of payment of this Note is impaired; or (ix) the occurrence of any of the following events: (A)
any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) shall become, or obtain rights (whether by means of warrants, options
or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d) 5 under the Exchange Act),
directly or indirectly, of more than 50% of the ordinary voting power for the election of directors of Quest Solution, Inc. (determined
on a fully diluted basis); or (B) Quest Solution, Inc. shall cease to own and control, directly or indirectly, 100% of the outstanding
equity interests of each of the other Debtors; or (C) any Debtor shall sell, assign, or otherwise transfer all or substantially
all of its assets in any transaction or series of related transactions.


 




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Upon
the occurrence of an Event of Default, ScanSource: (a) shall have all of the rights and remedies provided herein and in the other
Transaction Documents and under applicable law; and (b) may at its option, without demand or notice of any kind, may declare this
Note immediately due and payable, whereupon all outstanding principal and accrued interest shall become immediately due and payable;
provided, however, that upon the occurrence of any Event of Default described in clause (v) or (vi) above, this
Note, without demand, notice or declaration by ScanSource of any kind, shall automatically and immediately become due and payable.
The Debtors acknowledge that there is no grace or cure period whatsoever with respect to any payment due hereunder or other Event
of Default, except as expressly provided above in this Note.


 


In
the event of the occurrence of an Event of Default hereunder or under any other Transaction Documents, the unpaid principal balance
of this Note shall bear interest on each day until paid at the rate of the lower of eighteen percent (18%) per annum or the maximum
rate permitted by law (the “Default Rate”), effective retroactive to July 1, 2016, and accruing at such rate
even after entry of final judgment for payment of same. Moreover, Debtors shall, jointly and severally, pay all fees, costs and
expenses (including, without limitation, ScanSource's reasonable attorneys’ fees and expenses) incurred in connection with
the enforcement or collection of this Note.


 


Upon
the occurrence of an Event of Default hereunder or whenever ScanSource in good faith believes that the prospect of payment of
this Note is impaired, ScanSource, without notice or demand of any kind, may hold and set off, against any or all outstanding
principal or interest owing under this Note as ScanSource may elect, any amount owed to Debtors by ScanSource.


 


6.
No Usury


 


In
no event shall the amount or rate of interest due and payable under this Note exceed the maximum amount or rate of interest allowed
by applicable law and, in the event any such excess payment is made by Debtors or received by ScanSource, such excess sum shall
be credited as a payment of Principal (or if no principal shall remain outstanding, shall be refunded to the Debtors). It is the
express intent of the parties that Debtors not pay and ScanSource not receive, directly or indirectly or in any manner, interest
in excess of that which may be lawfully paid under applicable law. All interest (including all charges, fees or other amounts
deemed to be interest) which is paid or charged under this Note shall, to the maximum extent permitted by applicable law, be amortized,
allocated and spread on a pro rata basis throughout the actual term of this Note and any extension or renewal hereof.


 


7.
Miscellaneous


 


Time
is of the essence of this Note. ScanSource shall not be deemed to waive any of its rights under this Note unless such waiver is
in writing and signed by Authorized Representative of ScanSource. No delay or omission by ScanSource in exercising any of its
rights under this Note shall operate as a waiver of such rights and a waiver in writing on one occasion shall not be construed
as a consent to or a waiver of any right or remedy on any future occasion.


 


This
Note shall be payable without right of setoff, any defense of want or failure of consideration, nonperformance of any condition
precedent, nondelivery or delivery for a special purpose or any other defense of any nature whatsoever, each of which is waived
by the Debtors.


 


This
Note shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to conflicts
of law principles that would apply the laws of a jurisdiction other than the State of New York to this Note. Whenever possible,
each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of
this Note.


 




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8.
Guarantees and Security with respect to this Note 


 


This
Note and each Debtor’s indebtedness and other obligations hereunder are: (i) guaranteed by each of the other Debtors pursuant
a Cross Guaranty Agreement, executed by Debtors in favor of ScanSource (as amended or modified from time to time, the “Guaranty”),
and entitled to the benefit of the Guaranty; and (ii) secured by all or substantially all of the assets of the Debtors and, pursuant
to the Security Agreements, and entitled to the benefit of the Security Agreements.


 


9.
Waivers


 


Demand,
presentment, notice, notice of demand, notice for payment, protest and notice of dishonor are hereby waived by each and every
maker, guarantor, surety and other Person or entity primarily or secondarily liable on this Note. Additionally, each Debtor, without
affecting its liability hereunder, consents to and waives the withdrawal or extension of credit or time to pay, the release of
the whole or any part of the obligations of the Debtors under or in connection with this Note, renewal, indulgence, settlement,
compromise or failure to exercise due diligence in collection, the acceptance or release of security, extension of the time to
pay or perform for any period or periods whether or not longer than the original period, or any surrender, substitution or release
of any other Person directly or indirectly liable for payment or performance of any of the obligations arising under or in connection
with this Note or any collateral security for the obligations hereunder.


 


10.
Notices and Communications


 


All
notices, requests, demands, consents, instructions or other communications required or permitted hereunder or any of the other
Transaction Documents shall be in writing mailed or delivered to each party as follows: (i) if to ScanSource, at ScanSource’s
address set forth in the first paragraph hereof or at such other address as ScanSource shall have furnished the Debtors in writing,
or (ii) if to any Debtor, at such Debtor’s address set forth on the signature page below. All such notices and communications
will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after
being deposited with an overnight courier service of recognized standing, or (iv) four days after being deposited in the U.S.
mail, first class with postage prepaid.


 


11.
Waiver of Trial by Jury and Jurisdiction


 


The
Debtors hereby waives, to the fullest extent permitted by applicable law, any right Debtors may have under any applicable law
to a trial by jury with respect to any suit or legal action which may be commenced by or against ScanSource concerning the interpretation,
construction, validity, enforcement or performance of this Note or any other agreement or instrument executed in connection herewith.


 


THE
DEBTORS IRREVOCABLY CONSENT THAT ANY LEGAL ACTION OR PROCEEDING AGAINST THEM, ARISING OUT OF, OR IN ANY MANNER RELATING TO THIS
NOTE MAY BE BROUGHT IN ANY COURT OF THE STATE OF NEW YORK OR ANY UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN,
STATE OF NEW YORK. EACH DEBTOR, BY THEIR EXECUTION AND DELIVERY OF THIS NOTE, EXPRESSLY AND IRREVOCABLY CONSENTS AND SUBMITS TO
THE PERSONAL JURISDICTION OF ANY OF SUCH COURTS IN ANY SUCH ACTION OR PROCEEDING. THE DEBTORS FURTHER IRREVOCABLY CONSENT TO THE
SERVICE OF ANY COMPLAINT, SUMMONS, NOTICE OR OTHER PROCESS RELATING TO SUCH ACTION OR PROCEEDING BY DELIVERY THEREOF TO IT BY
HAND OR BY MAIL AT ITS ADDRESS BELOW. THE DEBTORS HEREBY EXPRESSLY AND IRREVOCABLY WAIVE ANY CLAIM OR DEFENSE IN ANY SUCH ACTION
OR PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS
OR ANY SIMILAR BASIS. NO DEBTOR SHALL BE ENTITLED IN ANY SUCH ACTION OR PROCEEDING TO ASSERT ANY DEFENSE GIVEN OR ALLOWED UNDER
THE LAWS OF ANY STATE OTHER THAN THE STATE OF NEW YORK, UNLESS SUCH DEFENSE IS ALSO GIVEN OR ALLOWED BY THE LAWS OF THE STATE
OF NEW YORK. NOTHING IN THIS PARAGRAPH SHALL AFFECT OR IMPAIR IN ANY MANNER OR TO ANY EXTENT THE RIGHT OF SCANSOURCE TO COMMENCE
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY DEBTOR IN ANY JURISDICTION OR TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, this Secured Promissory Note has been executed by the undersigned as of the day and year first above written.


 


Debtors:


 


	Quest
    Solution, Inc. 	 	Quest
    Exchange Ltd. 
	 	 	 	 	 
	By:	/s/
    Gilles Normand Gaudreault	 	By:	/s/
    Gilles Normand Gaudreault
	Name:	Gilles
    Normand Gaudreault	 	Name:	Gilles
    Normand Gaudreault
	 	Chief
    Executive Officer	 	 	Chief
    Executive Officer
	 	 	 	 	 
	Address:	860
    Conger Street	 	Address:	860
    Conger Street
	 	Eugene,
    OR 97402	 	 	Eugene,
    OR 97402


 


	Quest
    Marketing, Inc. 	 	Quest
    Solution Canada Inc. 
	 	 	 	 	 
	By:	/s/
    Gilles Normand Gaudreault	 	By:	/s/
    Gilles Normand Gaudreault
	Name:	Gilles
    Normand Gaudreault	 	Name:	Gilles
    Normand Gaudreault
	 	Chief
    Executive Officer	 	 	Chief
    Executive Officer
	 	 	 	 	 
	Address:	860
    Conger Street	 	Address:	860
    Conger Street
	 	Eugene,
    OR 97402	 	 	Eugene,
    OR 97402


 


	Bar
    Code Specialties, Inc. 	 
	 	 	 
	By:	/s/
    Gilles Normand Gaudreault	 
	Name:	Gilles
    Normand Gaudreault	 
	 	Chief
    Executive Officer	 
	 	 	 
	Address:	860
    Conger Street	 
	 	Eugene,
    OR 97402	 


 


	Attest/Witness
    Signature: 	 	/s/
    Danis Kurdi	 
	Printed
    Name: 	 	Danis
    Kurdi	 
	Date:
    	 	July
    1, 2016