Quest Resource Holding Corp — Director's Dealing 2013

Jul 25, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Infinity Resources Holdings Corp. (IRHC)
CIK: 0001442236
Period of Report: 2013-07-16

Reporting Person: Dick Brian S. (Director, President and CEO, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12000000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
7% convertible secured promissory note due July 16, 2016	$2.00	2016-07-16	Common Stock (5500000)		Direct

Footnotes

F1: Subject to the terms and conditions of the 7% convertible secured promissory note issued to the Reporting Person in the principal amount of $11,000,000 (the "Note"), during any such time any amount of the principal amount of the Note and any interest accrued thereon remain outstanding, the Reporting Person may elect to convert the unpaid principal amount of the Note and any unpaid interest accrued thereon into shares of the Issuer's Common Stock at a price of $2.00 per share.

F2: Subject to the terms and conditions of the Note, the Issuer may elect to convert the outstanding principal amount of the Note and any accrued interest thereon into shares of the Issuer's Common Stock at a price of $2.00 per share during any time any amount of the principal amount of the Note and any accrued interest thereon remain outstanding at any time (1) after the two (2) year anniversary of July 16, 2013; (2) the principal amount has been paid down by $5 million as a result of the first capital raise; (3) the Common Stock of the Issuer trades on the Nasdaq Stock Market, the New York Stock Exchange, or NYSE MKT; and (4) the Common Stock of the Issuer has traded at four times the $2.00 conversion price, as adjusted for any stock splits, reverse stock splits or both.

F3: The Note shall be due and payable on the earlier to occur of (i) July 16, 2016, or (ii) when declared due and payable by the Reporting Person upon the occurrence of an Event of Default (as defined in the Note).

F4: Calculated based on the conversion price of $2.00 per share.