QUEST RESOURCE HOLDING CORPORATION

POLICY STATEMENT ON INSIDE INFORMATION AND INSIDER TRADING

Effective: April 16, 2020

In the course of your relationship with Quest Resource Holding Corporation or one of its subsidiaries (collectively, the “Company”), you may have access to information about the Company that is not generally available to the public. Because of your relationship with the Company, you have certain responsibilities under the federal securities laws with respect to inside information. The purpose of this Policy Statement on Inside Information and Insider Trading ("Insider Trading Policy") is to outline the Company’s policies regarding the protection of material, non-public information and trading and tipping, as well as the expected standards of conduct of the Company’s directors, officers, and employees with respect to these highly sensitive matters. This Insider Trading Policy explains your obligations under the law and the Company’s policies. You should read this Insider Trading Policy carefully and comply with this policy at all times.

To avoid the appearance of impropriety, all rules set forth in this Insider Trading Policy will apply not only to you, but also to all members of your family who reside in your household.

The Company’s policy regarding securities trading can be summarized by the following important rules:

“Inside” information is material information about the Company that is not available to the public. Information generally becomes available to the public when it has been disclosed by the Company or third parties in a press release or other public statement, including any filing with the Securities and Exchange Commission (the “SEC”). In general, information is considered to have been made available to the public 48 hours after the formal release of the information. In other words, there is a presumption that the public needs 48 hours to receive and absorb such information.

As a general rule, information about the Company is material if it could reasonably be expected to affect someone’s decision to buy, hold, or sell the Company’s securities. For example, information generally is considered to be “material” if its disclosure to the public would be reasonably likely to affect (1) an investor’s decision to buy or sell the securities of the company to which the information relates, or (2) the market price of that company’s securities. While it is not possible to identify in advance all information that will be deemed to be material, some examples of such information would include the following: earnings; dividend actions; mergers and acquisitions; major dispositions; major new customers, vendors, projects, or products; significant advances in research; major personnel changes; labor negotiations; unusual gains or losses in major operations; and major marketing changes.

It can sometimes be difficult to know whether information would be considered “material.” The determination of whether information is material is almost always clearer after the fact, when the effect of that information on the market can be quantified. Although you may have information about the Company that you do not consider to be material, federal regulators and others may conclude (with the benefit of hindsight) that such information was material. Therefore, trading in the Company’s securities when you possess non-public information

about the Company can be risky. When doubt exists, the information should be presumed to be material. If you are unsure whether information of which you are aware is material or non-public, you should consult with the Company’s Chief Financial Officer.

Trading on inside information is a crime. The seriousness of insider trading is reflected in the penalties that it carries. The Company and its directors, officers, or employees may be liable. If an individual director’s, officer’s, or employee’s insider trading is found to be a willful violation of SEC insider trading rules, he or she may be penalized up to $5,000,000 and imprisoned for up to 20 years.

The SEC also has the authority to seek a civil monetary penalty of up to three times the amount of the profit gained or loss avoided as a result of an individual’s insider trading. The SEC may also impose control person liability on the Company for up to the greater of $1,000,000 or three times the amount of profit gained or loss avoided by insider trading. “Profit gained” or “loss avoided” is defined as the difference between the purchase or sale price of the security and its value as measured by the trading information. The SEC is authorized to pay a bounty to persons who provided the information leading to the imposition of such penalty. In addition to civil penalties, the SEC may seek other relief such as an injunction against future violations and disgorgement of profits resulting from illegal trading. Finally, private parties may bring actions against any person purchasing or selling a security while in the possession of material, non-public information.

Any director, officer, or employee who violates the prohibitions against insider trading or knows of such violation by any other persons must report the violation immediately to the Company’s Chief Financial Officer. Upon learning of any such violations, the Company will determine whether it should publicly release any material, non-public information or whether the Company should report the violation to the appropriate governmental authority.

The SEC, the Department of Justice, and the Financial Industry Regulatory Authority have committed large staffs, computer investigative techniques, and other resources to the detection and prosecution of insider trading cases. Criminal prosecution and the imposition of fines and/or imprisonment is commonplace.

For all of these reasons, both you and the Company have a significant interest in ensuring that insider trading is scrupulously avoided.

Before material information relating to the Company or its business has been disclosed to the general public, it must be kept in strict confidence. Such information should be discussed only with persons who are employed by or represent the Company who have a “need to know” and should be confined to as small a group as possible. The utmost care and circumspection must be exercised at all times. Therefore, conversations in public places, such as elevators, restaurants, and airplanes, as well as conversations on mobile phones, should be limited to matters that do not involve information of a sensitive or confidential nature. In addition, you should not transmit confidential information through the Internet, including social media sites, blogs, or online forums, or any electronic mail system that is not secure.

To ensure the Company’s confidences are protected to the maximum extent possible, no individuals other than specifically authorized personnel may release material information to the public or respond to inquiries from the media, analysts, or others outside the Company. If you are contacted by the media or by an analyst seeking information about the Company and if you have not been expressly authorized by the Company’s Chief Executive Officer or Chief Financial Officer to provide information to the media or to analysts, you should refer the call to the Company’s Chief Executive Officer or Chief Financial Officer.

In addition, to avoid improper conduct or the appearance of impropriety, directors, officers, and “restricted employees” will be prohibited by the Company from buying or selling the Company’s securities during times when the Company is most likely to have material, non-public information available — these additional “blackout” periods will be imposed because these persons generally have access to a range of financial and other sensitive information about the Company. Finally, as and when circumstances require, the Company’s Chief Financial Officer will implement additional restrictions on other employees who are asked to work on sensitive projects or transactions, or who gain access to material, non-public information in connection with a specific project or transaction.

On occasion, it may be necessary for legitimate business reasons to disclose material, non-public

information to persons outside the Company. Such persons might include commercial bankers, investment bankers, or other companies seeking to engage in a joint venture with the Company, or a merger, or a common investment or other joint goal. In such circumstances, the information should not be conveyed until an express understanding has been reached that such information is not to be used for trading purposes and may not be further disclosed other than for legitimate business reasons.

Please sign, date, and return the attached Certification stating that you received the Company’s Insider Trading Policy regarding insider trading and the preservation of the confidentiality of material, non-public information and related procedures, and you agree to comply with it. The Company will deem you to be bound by the Insider Trading Policy whether or not you sign the Certification.

CERTIFICATION

I hereby certify as follows:

Signature: _______________________

Name: _______________________

(Please print)

Department or Title: _______________________

Date: _______________________

NOTE: Certifications “d” and “e” above relate only to officers, directors, and “restricted employees.” They do not relate to “non-restricted employees,” unless such “non-restricted employees” are informed otherwise by the Company.

Request for Approval to Trade in the Securities of

Quest Resource Holding Corporation (the “Company”)

To: Chief Financial Officer

From: _______________________

Print Name

I hereby request clearance for myself (or a member of my immediate family or household) to execute the following transaction relating to the securities of the Company.

Type of transaction (circle one):

PURCHASE

SALE

EXERCISE OPTION (AND SELL SHARES)

OTHER

Securities involved in transaction:_______________________

Number of shares:________

Other (please explain): _______________________

Beneficial ownership (if not applicable, please write N/A): _______________________

Name of beneficial owner if other than yourself: _______________________

Relationship of beneficial owner to yourself:______________________

Signature: _______________________

Date:_______________________

This Authorization is valid until the earlier of five business days after the date hereof or until the commencement of a “blackout” period.

Approved by: _______________________

Name: _______________________

Date: _______________________

Time: _______________________

Annex A

Frequently Asked Questions on Insider Trading Transactions Subject to the Policy

Does the policy apply only to trades in the Company’s common stock?

No. The policy also applies to any “equity equivalent” for the Company’s common stock. This includes traded options (puts or calls) and any other security whose market value is tied to the value of the Company’s common stock. In addition, this policy applies to the securities of the Company’s customers, suppliers, possible acquisition targets, and competitors.

Does the policy apply to the exercise of employee stock options?

The exercise of employee stock options is exempt from the insider trading policy, because the exercise price of an option is fixed at the time of grant and does not fluctuate with the market. As a result, you may always adopt an “exercise and hold” strategy. However, the sale of the underlying stock is subject to the policy. Thus, the use of Company stock to pay the exercise price of an option and a “cashless exercise” of an option are also subject to the policy.

Can I trade in options or other derivative securities involving the Company’s securities?

Trading in options or other derivative securities involving the Company’s securities is not prohibited, but must be pre-approved by the Company’s Chief Financial Officer for directors, officers, and restricted employees. However, the Company strongly advises that “non-restricted employees” refrain from trading these types of securities. The options we are referring to are “put” and “call” options, whether or not market-traded, and any similar instruments, and not the employee stock options granted to you by the Company.

Tipping

What is tipping?

Tipping refers to the transmission of material non-public information from an insider to another person. Sometimes this involves a deliberate conspiracy in which the tipper passes on information in exchange for a portion of the “tippee’s” illegal trading profits. Even if there is no expectation of profit, however, a tipper can have liability if he or she has reason to know that the information may be misused. Tipping inside information to another person is like putting your life in that person’s hands. The safest choice is: Don’t.

Materiality

I know all sorts of things about the Company. How do I know what is “material”?

The U.S. Supreme Court says that information is material if a reasonable investor would consider it important in deciding whether to buy or sell a security. The Company has determined that its quarterly earnings information is generally material. Other information — acquisitions, new product announcements, etc. — is evaluated by management on a case-by-case basis but could include the following:

If you are at all unsure about whether you have material inside information, the safe approach is to discuss it with the Company’s Chief Financial Officer.

Other Considerations

The Insider Trading Policy prohibits trading in the securities of the Company’s customers, suppliers, potential acquisition targets, competitors, and other companies while in possession of material, non-public information about the Company or such other company. Will I be asked to sell shares I hold in these companies?

No. This is a trading restriction, not an ownership restriction. The Insider Trading Policy only prohibits trading in the securities of the Company’s customers, suppliers, potential acquisition targets, and competitors. If you are privy to information and such information is not public knowledge, you should not trade in the securities of the other company until two trading days after the information has been announced.

You will not be required to sell securities of a corporation that you hold at any time simply because the Company establishes a relationship or otherwise commences negotiations with that company.

My spouse is employed by a publicly traded corporation, and we own stock in my spouse’s employer. Does the Insider Trading Policy prohibit us from trading in stock of my spouse’s employer?

The Insider Trading Policy would not prohibit you or your spouse from trading in securities of your spouse’s employer, unless the Company is at that time engaged in negotiations with your spouse’s employer to which you or your spouse are privy. However, you should carefully review the insider trading policy of your spouse’s employer to be sure that you are complying with both policies in all of your trades. Furthermore, you should never trade in the securities of any company while in possession of material, non-public information about such company.

Enforcement Practices

I only own a few hundred shares. The SEC doesn’t go after small fish like me, right?

Wrong. The SEC has prosecuted numerous cases involving relatively small amounts of

money.

If I pass information to others but don’t trade myself, no one will be able to figure it out, right?

Wrong again. The SEC has sophisticated and ingenious methods for identifying unusual trading patterns and tracing them to their source. They have the ability to subpoena telephone records, bank and brokerage statements, personal files, electronic mail files, and anything else that may help them to make a case. Whether it’s your second cousin in New Jersey or your college roommate’s stepfather, the SEC has the resources to establish the connection to you.

Further Information

Who should I contact if I have questions regarding the Company’s Insider Trading Policy?

The Company’s Chief Financial Officer.

Where do I go for the most current version of the Insider Trading Policy?

The Company’s Chief Financial Officer. Alternatively, a copy of our most current version of the Insider Trading Policy is also filed with our Annual Report on Form 10-K and is available on the SEC’s website at www.sec.gov.

Annex B Memorandum

To: Officers, Directors, and other “Restricted Employees” subject to the Insider Trading Policy of

Quest Resource Holding Corporation (the “Company”)

Re: SEC Rule 10b5-1 Trading Arrangements

SEC Rule 10b5-1 protects officers and directors from insider trading liability under Rule 10b-5 for transactions under a previously established contract, plan, or instruction. The rule presents an opportunity for insiders to establish arrangements to purchase (or sell) company stock without the sometimes arbitrary restrictions imposed by windows and “blackout” periods—even when there is undisclosed material information. Such 10b5-1 arrangements may include blind trusts, other trusts, pre-scheduled stock option exercises and sales, pre-arranged trading instructions, and other brokerage and third-party arrangements. A well-conceived program might also help reduce negative publicity that can result when key executives sell. But there can be pitfalls.

Potential Pitfalls

First, the arrangement must satisfy the requirements of Rule 10b5-1. The plan must be documented, bona fide and previously established (at a time when the insider did not possess inside information) and must specify the price, amount, and date of trades or provide a formula or mechanism to be followed.

Secondly, Rule 10b5-1 only provides an “affirmative defense” (which must be proven) in the event there is an insider trading lawsuit. It does not prevent someone from bringing a lawsuit and it does not prevent the media from writing about the sales.

The Company’s Insider Trading Policy permits transactions that comply with Rule 10b5-1. The Company does not want to impede your ability to engage in sales of company stock (e.g., for financial and estate planning purposes). However, in order to reduce the risk of litigation and bad press, and to preserve the hard-earned good name of the Company and its people, the Company is adopting procedural requirements that are essentially an extension of the Company’s current pre-clearance procedure for transactions in Company stock:

The Company must pre-approve any plan, arrangement, or trading instructions involving potential sales (or purchases) of stock or option exercises and sales (including, but not limited to, blind trusts, discretionary accounts with banks or brokers, limit orders, and hedging strategies). You must still adhere to this prior approval procedure even when, for example, you are assured that a major law firm has blessed the trading arrangement that a brokerage firm or bank may be suggesting. (Note that the actual transactions effected pursuant to a pre-approved plan will not be subject to the Company’s “blackout” periods or pre-clearance procedures for transactions in Company stock.)

The Company will want to:

Some of the Opportunities

A pre-arranged trading program (in which your instructions are irrevocable), properly structured, can be a safer way to insulate officers and directors from potential insider trading liability than the Company’s current system of trading windows and “blackout” periods.

An Ongoing Periodic Sale Program

With a trading plan, for example, it becomes clearer to the investing public (and potential plaintiffs) that your purchases (or sales) are simply part of a pre-established plan and are not being prompted by your knowledge of current developments within the Company, or your feelings about the Company’s prospects. Indeed, for some executives who may have been reluctant to sell any stock for fear of the message it might send to the market, Rule 10b5-1 may well present an opportunity to establish an acceptable diversification program. Pre-arranged sales over a period of time would also reduce any argument by a plaintiff’s attorney that there was incentive at a particular time for the Company to manipulate earnings or disclosures in connection with a key executive’s sale.

Stock Option Exercises and Sales

A program could include instructions for periodic exercise/same-day sales of your stock options, which could be conditioned on a minimum stock price established in your instructions. For example, you could specify that sales be limited to the number of shares necessary to cover the option exercise price and taxes dues.

Discretionary Accounts And Other Arrangements With Brokers

A true discretionary account (like a blind trust where the trustee has complete discretion) should satisfy Rule 10b5-1. Good-until-canceled orders, as well as limit orders, should also work (as long as the instruction is not changed at a time when there is undisclosed material inside information). While discretionary accounts might work in theory, the Company would not be inclined to approve such an arrangement where the broker has a close relationship with the executive/client that could undermine the affirmative defense in the event of litigation.

Pledging Company Stock To Secure Margin or Other Loans

Problems often arise when there is a margin maintenance call and the broker seeks to liquidate the collateral. The broker’s sales would be attributable to the executive under Section 16 and Rule 144. While a margin sale by the broker may be attributable to the executive under Rule 10b-5, the pledge arrangement may fall within Rule 10b5-1, provided at the time of the pledge the executive irrevocably instructs the broker to sell the shares in the event of a margin call (without substituting other collateral). Any pledges will be subject to the Company’s pre- clearance policy and must be approved on a case-by-case basis.

Put and Call Options and Other Hedging Transactions

The Company is still opposed to its executives engaging in put and call options and other hedging instructions involving Company stock. Those types of transactions can send a poor message to the marketplace about your belief in, and commitment to, the Company’s future.

A Final Word

There will be ongoing interpretations of what can and cannot be done. Needless to say, some brokers, investment bankers, and advisors may approach you suggesting a variety of arrangements. Please do not forget: The Company’s prior approval is essential. If you have any questions, please contact the Company’s Chief Financial Officer.