PROMISSORY NOTE CONVERSIONAGREEMENT FOR US NOTEHOLDERS

Exhibit 10.1

PROMISSORY NOTE CONVERSION AGREEMENT FOR US NOTEHOLDERS

THIS PROMISSORY NOTE CONVERSION AGREEMENT (this “Agreement”) is entered into as of June 17, 2016 by and between Quest Solution, Inc., a Delaware corporation (the “Company”), and _______________ (“Noteholder”).

W I T N E S S E T H:

WHEREAS, the Company has executed a Promissory Note in favor of Noteholder in the original aggregate principal amount of $_________, dated ____________, a copy of which is attached hereto as Exhibit A (the “Note”); and

WHEREAS, the current outstanding principal and interest amount due under the Note (including principal and accrued but unpaid interest) is $_____________, which the Company and Noteholder desire to convert $_______________ of this amount into shares of Series C Preferred Stock, $0.001 par value, of the Company (“Preferred Stock”).

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

“THE SECURITIES ISSUED IN ACCORDANCE HEREWITH HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE “FEDERAL ACT”), AND WERE ISSUED IN RELIANCE UPON ONE OR MORE OF THE EXEMPTIONS CONTAINED IN SECTIONS 3(b)(1), 4(a)(2) OR 4(a)(5) THEREOF. THESE SECURITIES CANNOT BE SOLD, ASSIGNED, PLEDGED OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE FEDERAL ACT, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE FEDERAL ACT.”

[SIGNATURES CONTAINED ON FOLLOWING PAGE.]

IN WITNESS WHEREOF, the parties have executed this Promissory Note Conversion Agreement as of the date set forth above.

EXHIBIT A

COPY OF NOTE

EXHIBIT B

INVESTOR QUESTIONNAIRE

_______ (a) Noteholder has had an individual income in excess of $200,000 in each of the two most recent calendar years and reasonably expects to have an individual income in excess of $200,000 in the current calendar year;

_______ (b) Noteholder has had joint income with his or her spouse in excess of $300,000 in each of the two most recent calendar years and reasonably expects to have joint income with his or her spouse in excess of $300,000 in the current calendar year;

_______ (c) Noteholder has an individual net worth, or joint net worth with his or her spouse, in excess of $1,000,000, excluding the value of Noteholder’s primary residence;

_______ (d) Noteholder is a director or executive officer of the Company;

_______ (e) None of the above.

For purposes of this Questionnaire, the following definitions apply:

“Individual income” means “adjusted gross income” as reported for federal income tax purposes, less any income attributable to a spouse or to property owned by a spouse, increased by the following amounts (but not including any amounts attributable to a spouse or to property owned by a spouse): (i) the amount of any interest income received which is tax-exempt under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) the amount of any losses claimed as a limited partner in a limited liability company (as reported on Schedule E of Form 1040) and (iii) any deduction claimed for depletion under Section 611 et seq. of the Code.

“Joint income” means “adjusted gross income” of you and your spouse as reported for federal income tax purposes, increased by the following amounts: (i) the amount of any interest income received which is tax-exempt under Section 103 of the Code, (ii) the amount of losses claimed as a limited partner in a limited liability company (as reported on Schedule E of Form 1040) and (iii) any deduction claimed for depletion under Section 611 et seq. of the Code.

“Net worth” means the excess of total assets at fair market value, including personal property but excluding the value of Noteholder’s primary residence, over total liabilities, including mortgages and income taxes on unrealized appreciation of assets.

8. If Noteholder is a corporation, partnership, employee benefit plan, individual retirement account or trust, please CHECK whichever of the following statements, (a) - (n) below, is applicable to it:

_______ (a) Noteholder is a self-directed individual retirement account or 401(k) Plan (if this statement is checked, the participant must also check whichever of statements 7(a) - (e) above are applicable);

_______ (b) Noteholder is a bank as defined in Section 3(a)(2) of the 1933 Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act, whether acting in an individual or fiduciary capacity;

_______ (c) Noteholder is a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;

_______ (d) Noteholder is an insurance company as defined in Section 2(13) of the 1933 Act;

_______ (e) Noteholder is an investment company registered under the Investment Company Act of 1940, as amended (the “Company Act”);

_______ (f) Noteholder is a business development company as defined in Section 2(a)(48) of the Company Act;

_______ (g) Noteholder is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended ;

_______ (h) Noteholder is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees if such plan has total assets in excess of $5,000,000;

_______ (i) Noteholder is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended, provided that the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, and the plan fiduciary is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, the investment decisions are made solely by persons that are accredited investors.

_______ (j) Noteholder is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended;

_______ (k) Noteholder is an organization described in Section 501(c)(3) of the Code, a corporation, a Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000;

_______ (l) Noteholder is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act;

_______ (m) Noteholder is an entity, each of whose stockholders, partners or beneficiaries meets at least one of the conditions set forth under 7(a) - (d) above with respect to individuals or 8(b)-(l) above with respect to corporations, partnerships, trusts or other entities; or

_______ (n) None of the above.

IF YOU CHECK STATEMENT 8(m) ABOVE AND DO NOT CHECK ANY OTHER STATEMENT, A COMPLETED QUESTIONNAIRE AND AGREEMENT FOR EACH STOCKHOLDER OF THE CORPORATION, EACH PARTNER OF THE PARTNERSHIP OR EACH BENEFICIARY OF THE EMPLOYEE BENEFIT PLAN MUST ACCOMPANY THIS QUESTIONNAIRE AND AGREEMENT.