Quantumsphere, Inc. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 28th, 2014 • Quantumsphere, Inc. • Blank checks • California

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated April 23, 2012 by and between QuantumSphere, Inc., a California corporation (the “Company”), and ____________________ (the “Investor”).

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EMPLOYMENT AGREEMENT
Employment Agreement • June 16th, 2014 • Quantumsphere, Inc. • Industrial inorganic chemicals • California

This Employment Agreement (this “Agreement”) is made and entered into as of this 17th day of March 2014, by and between QuantumSphere, Inc., a California corporation (“COMPANY”), and R. Douglas Carpenter, an individual (“EXECUTIVE”).

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Agreement and Plan of Merger
Merger Agreement • July 7th, 2014 • Quantumsphere, Inc. • Industrial inorganic chemicals • Nevada

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 15, 2013, by and among Way Cool Imports, Inc., a Nevada corporation (“Parent”); Way Cool Merger Sub, Inc., a corporation to be formed as a wholly-owned subsidiary of Parent (“Merger Sub”); and QuantumSphere, Inc., a California corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”). The capitalized terms used in this Agreement are defined in Exhibit A.

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Amended and Restated Agreement and Plan of Merger
Agreement and Plan of Merger • July 7th, 2014 • Quantumsphere, Inc. • Industrial inorganic chemicals • Nevada

This Amended and Restated Agreement and Plan of Merger (this “Agreement”) is made and entered into as of April 22, 2014, by and among Way Cool Imports, Inc., a Nevada corporation (“Parent”); Way Cool Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); and QuantumSphere, Inc., a California corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”). The capitalized terms used in this Agreement are defined in Exhibit A. This Agreement amends and restates that certain Agreement and Plan of Merger dated as of November 15, 2013 originally entered into by and among the Parties (the “Original Agreement”).

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SUBSCRIPTION AGREEMENT WAY COOL IMPORTS, INC.
Subscription Agreement • March 23rd, 2010 • Way Cool Imports Inc • Nevada

THIS SUBSCRIPTION AGREEMENT made this 29th day of December 2009 by and between WAY COOL IMPORTS, INC., a Nevada corporation (hereinafter the “Issuer” or “Company”), and the undersigned subscriber (the “Subscriber”), who, for and in consideration of the mutual promises and covenants set forth herein, do hereto agree as follows:

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SITRICK AND COMPANY A division of Sitrick Brincko Group LLC, a subsidiary of Resources Global Professionals
Consulting Agreement • February 16th, 2016 • Quantumsphere, Inc. • Industrial inorganic chemicals

This letter, when accepted on behalf of QuantumSphere, Inc., a Nevada corporation (“Client”), as provided below, will constitute the agreement with respect to the engagement of Sitrick And Company, a division of Sitrick Brincko Group, LLC (“Sitrick”) as corporate communications and investor relations advisor, specialist and consultant on the following terms and conditions (“Agreement”):

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CONSULTING AGREEMENT
Consulting Agreement • April 28th, 2014 • Quantumsphere, Inc. • Blank checks • California

THIS CONSULTING AGREEMENT (the “Agreement”) is effective as of ___________________ (the “Effective Date”) between QuantumSphere, Inc., a California corporation (the “Company”), and _______________, an individual (the “Consultant”), who agree as follows.

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LOAN AND SECURITY AGREEMENT NUMBER 1020
Loan and Security Agreement • June 23rd, 2014 • Quantumsphere, Inc. • Industrial inorganic chemicals • Oregon

THIS LOAN AND SECURITY AGREEMENT is made by and between Debtor and Lender in consideration of the mutual agreements contained herein, the parties hereto agree as follows:

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RAW MATERIAL SUPPLY AGREEMENT
Raw Material Supply Agreement • June 16th, 2014 • Quantumsphere, Inc. • Industrial inorganic chemicals • California

THIS RAW MATERIAL SUPPLY AGREEMENT (“Agreement”), dated as of June 11, 2014, by and between QuantumSphere, Inc., a California corporation with offices at 2905 Tech Center Drive, Santa Ana, California 92705 (“QSI”), and Freeport Cobalt Americas LLC, , a Delaware corporation with offices at 333 North Central Avenue, Phoenix, AZ 85004-2306 (collectively, together with its sister companies, hereinafter referred to as “FCA”).

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CONSULTING AGREEMENT
Consulting Agreement • February 16th, 2016 • Quantumsphere, Inc. • Industrial inorganic chemicals • Florida

This CONSULTING AGREEMENT (this “Agreement’’) is made and entered into as of July 15, 2015, by and between DC Consulting LLC (“Consultant”), a Florida limited liability company, with its principal place of business at 1045 Primera Blvd, Suite 1033, Lake Mary, Florida 32746, and QuantumSphere, Inc.(“Client”), a Nevada corporation, with its principal place of business at 2905 Tech Center Drive, Santa Ana, CA 92705.

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SERVICES AGREEMENT
Services Agreement • February 16th, 2016 • Quantumsphere, Inc. • Industrial inorganic chemicals • New Jersey

THIS AGREEMENT (this “Agreement”) is made as of October 29, 2015 (the “Effective Date”) by and between Aranea Partners, Inc. a company organized under the laws of the State of New Jersey with a place of business at 43 Orchard Lane, Colts Neck NJ 07722 (“Aranea”) and QuantumSphere, Inc., a corporation organized under the laws of the State of Nevada and with a place of business at 2905 Tech Center Drive, Santa Ana, CA 92705 (“Company”).

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INTERCREDITOR AND COLLATERAL AGENT AGREEMENT
Intercreditor and Collateral Agent Agreement • June 13th, 2016 • Quantumsphere, Inc. • Industrial inorganic chemicals • New York

THIS INTERCREDITOR AND COLLATERAL AGENT AGREEMENT (this “Agreement”), is entered into as of June 8, 2016 by and among QuantumSphere, Inc., a Nevada corporation (“Borrower”), FirstFire Global Opportunities Fund LLC (the “Collateral Agent”), and each of the secured parties whose name appears on the signature pages to this Agreement (individually, a “Secured Party” and, collectively, the “Secured Parties”).

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WAY COOL IMPORTS, INC. STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • April 28th, 2014 • Quantumsphere, Inc. • Blank checks

This Stock Option Award Agreement (“Award Agreement”) sets forth the terms of the Stock Option Award made to you by the Compensation Committee of the Board of Directors of Way Cool Imports, Inc., a Nevada corporation (the “Company”), under the 2014 Equity Incentive Plan (as amended from time to time, the “Plan”). All defined terms used in this Award Agreement without definition have the meanings set forth in the Plan. Unless varied in this Award Agreement, the terms applicable to Options set forth in the Plan shall apply to this Option.

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NOTE EXCHANGE AGREEMENT
Note Exchange Agreement • June 13th, 2016 • Quantumsphere, Inc. • Industrial inorganic chemicals • New York

This Note Exchange Agreement (this “Agreement”), dated as of June __, 2016, is made by and between QuantumSphere, Inc., a Nevada corporation (the “Company”), and Francis Poli (the “Holder”).

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STRATEGIC ALLIANCE AGREEMENT
Strategic Alliance Agreement • June 16th, 2014 • Quantumsphere, Inc. • Industrial inorganic chemicals • California

This Strategic Alliance Agreement (“SAA”) is made and entered into on June 11, 2014 (the “Effective Date”), by and between Freeport Cobalt Americas LLC, (collectively, together with its sister companies, hereinafter referred to as “FCA”) and QuantumSphere, Inc. (“QSI”) (FCA and QSI being hereinafter collectively referred to as the "Parties" or individually as a "Party").

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ADDENDUM NO. 1 TO AGENCY AGREEMENT
Agency Agreement • June 16th, 2014 • Quantumsphere, Inc. • Industrial inorganic chemicals

This Addendum No. 1 (the “Addendum”) to that certain Agency Agreement dated April 8, 2013 (the “Agency Agreement”), by and between QuantumSphere, Inc., a corporation organized under the laws of the State of California, USA (“QSI”), on the one hand, and Beijing LuckyStar Co. Ltd., an entity organized under the laws of the People’s Republic of China (“BLS”), on the other hand, is dated as of December 23rd, 2013 (the “Effective Date”). QSI and BLS are collectively referred to herein as the “Parties”.

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QUANTUMSPHERE, INC. AMENDED & RESTATED CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • April 28th, 2014 • Quantumsphere, Inc. • Blank checks • California

This Amended & Restated Convertible Promissory Note (the "Note") is issued by QUANTUMSPHERE, INC., a California corporation (the "Company"), to ____________________ (the "Holder") and replaces in it is entirety that certain convertible promissory note issued in favor of Holder on July 11, 2013.

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QUANTUMSPHERE, INC. CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • April 28th, 2014 • Quantumsphere, Inc. • Blank checks • California

This convertible promissory note (the "Note") is issued by QUANTUMSPHERE, INC., a California corporation (the "Company"), to ____________________ (the "Holder").

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 28th, 2014 • Quantumsphere, Inc. • Blank checks • Nevada

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of this [·] day of April 2014, by and between Way Cool Imports, Inc., a Nevada corporation (the “Corporation”), and the person whose name appears on the signature page hereto (“Indemnitee”), who is currently serving in the capacity of a director and/or officer of the Corporation.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 13th, 2016 • Quantumsphere, Inc. • Industrial inorganic chemicals • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June [__], 2016, by and between QUANTUMSPHERE, INC., a Nevada corporation, with headquarters located at 2905 Tech Center Drive, Santa Ana, CA 92705 (the “Company”), and _____________________________, with its address at ___________________________ (the “Buyer”).

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INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • June 13th, 2016 • Quantumsphere, Inc. • Industrial inorganic chemicals

This Intellectual Property Security Agreement (“IP Security Agreement”), is entered into this 8th day of June, 2016 (the “IP Security Agreement”) by and between QUANTUMSPHERE, INC., a Nevada corporation with its address at 2905 Tech Center Dr., Santa Ana, CA 92705 (the “Borrower”) and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (“Collateral Agent”), on behalf of each of the secured parties listed on the signature page hereto (collectively, the “Secured Parties”).

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AGENCY AGREEMENT
Agency Agreement • June 16th, 2014 • Quantumsphere, Inc. • Industrial inorganic chemicals • California

This Agency Agreement (the “Agreement”) is entered into as of this 8th day of April, 2013 (the “Effective Date”), by and between QuantumSphere, Inc., a corporation organized under the laws of the State of California, USA (“QSI”), on the one hand, and Beijing LuckyStar Co. Ltd., an entity organized under the laws of the People’s Republic of China (“BLS”), on the other hand. QSI and BLS are collectively referred to herein as the “Parties.”

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SERVICE AGREEMENT
Service Agreement • February 16th, 2016 • Quantumsphere, Inc. • Industrial inorganic chemicals • California

THIS AGREEMENT (the “Agreement”) is made and entered into this 1st of September, 2015 by and between HANOVER INTERNATIONAL, INC., located at 61691 Topaz Drive, LaQuinta, California 92253, (hereinafter referred to as “HANOVER”), and QuantumSphere, Inc. located at 2905 Tech Center Drive, Santa Ana, California 92705, (hereinafter referred to as the “Company”).

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COMMERCIALISATION PARTNERSHIP AGREEMENT
Commercialisation Partnership Agreement • March 14th, 2016 • Quantumsphere, Inc. • Industrial inorganic chemicals

CASALE is, inter alia, a world-wide leader in technologies relating to catalytic processes and chemical reactors, including without limitation patented fixed bed reactors that can be used for ammonia, methanol and other types of synthesis, in adiabatic and/or isothermal mode, and including without limitation processes for the production of ammonia and methanol from various carbonaceous feedstock, patented or not, (hereinafter defined respectively as the “AMMONIA TECHNOLOGY” and as the “METHANOL TECHNOLOGY”), and including without limitation a process, patented or not, for the synthesis of unsaturated hydrocarbons (mostly olefins) from synthesis gas, (hereinafter defined as the “GAS TO OLEFINS TECHNOLOGY” or “GTO”).

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