THIS VOTING AGREEMENT (this Agreement) is entered into as of April 11, 2019 (the Effective Date), by and among MITCHELL A. SALTZ (Saltz), JEFFREY D. FORTE (Forte), and BRIAN DICK (Dick) and each of their respective Affiliates (Saltz, Forte, and Dick, and each of their respective Affiliates, each called Stockholder and collectively Stockholders); HAMPSTEAD PARK CAPITAL MANAGEMENT, LLC or its assigns in accordance with Section 4(d) of this Voting Agreement (Buyer); and QUEST RESOURCE HOLDING CORPORATION (the Company).
WHEREAS, Seller (as defined below), Forte, and Bear & Bug, L.P. (B&B) have sold shares of the Company in a public offering under Registration Statement No. 333-227800, in each case substantially reducing their ownership interest in the Company.
WHEREAS, Buyer, and Southwest Green Investments, L.L.C. and Stockbridge Enterprises, L.P. (together Seller) have entered into a Put and Call Purchase Agreement (the Purchase Agreement) providing for the purchase by Buyer and the sale by Seller of 1,750,000 shares of common stock of the Company. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Purchase Agreement.
WHEREAS, the Purchase Agreement provides for, among other things, Saltz, Forte, and Dick to each enter into a Non-Competition Agreement and this Agreement.
WHEREAS, the parties hereto desire to enter into this Agreement to provide for, among other things, the respective rights and obligations of the Stockholders to each other and to the Company and Buyer and certain other matters.
NOW, THEREFORE, in consideration of the mutual promises made herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
(a) From and after the Effective Date and until the third anniversary thereafter, each Stockholder shall vote all of his, her, or its shares of Common Stock of the Company beneficially owned by such Stockholder (Shares) at each meeting of the stockholders of the Company or any action taken by written consent and any other Shares over which such Stockholder has voting control and shall take all other necessary or desirable actions within his, her, or its control (whether in his, her, or its capacity as a stockholder, director, member of a board committee, or officer of the Company, or otherwise, and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including calling special board and stockholder meetings), as follows:
(i) in favor of directors nominated and recommended for election by the Board, including two designees of Buyer, provided that a majority of the Board must be independent within the meaning of the rules of Nasdaq;