EMPLOYMENT AGREEMENTEmployment 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”).
Agreement and Plan of MergerMerger Agreement • June 16th, 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.
Amended and Restated Agreement and Plan of MergerAgreement and Plan of Merger • June 16th, 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”).
RAW MATERIAL SUPPLY AGREEMENTRaw 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”).
STRATEGIC ALLIANCE AGREEMENTStrategic 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").
ADDENDUM NO. 1 TO AGENCY AGREEMENTAgency 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”.
AGENCY AGREEMENTAgency 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.”
