REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2008 • Hague Corp. • Metal mining
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 4, 2008, between Hague Corp., a Nevada corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2017 • Quantum Materials Corp. • Metal mining • Kansas
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 29, 2017, by and between QUANTUM MATERIALS CORP., a Nevada corporation, with headquarters located at 3055 Hunter Road, San Marcos, TX 78666 (the “Company”), and L2 CAPITAL, LLC, a Kansas limited liability company, with its address at 8900 State Line Rd., Suite 410, Leawood, KS 66206 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 10th, 2016 • Quantum Materials Corp. • Metal mining • Nevada
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 8, 2016, by and between QUANTUM MATERIALS CORP., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 10th, 2008 • Hague Corp. • Metal mining • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 4, 2008 between Hague Corp., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
8% SENIOR SECURED CONVERTIBLE DEBENTURE DUE NOVEMBER 4, 2011Hague Corp. • November 10th, 2008 • Metal mining • New York
THIS SENIOR SECURED DEBENTURE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Debentures of Hague Corp., a Nevada corporation, (the “Company”), having its principal place of business at 14220 E Cavedale Road, Scottsdale AZ 85262 designated as its 8% Senior Secured Convertible Debenture due November 4, 2011 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures” shall total the principal sum of $1,500,000 pursuant to which the Company shall have received a total of $1,500,000).
SECURITY AGREEMENTSecurity Agreement • November 10th, 2008 • Hague Corp. • Metal mining • New York
This SECURITY AGREEMENT, dated as of November 4, 2008 (this “Agreement”), is among Hague Corp., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Senior Secured Convertible Debentures due November 4, 2011 and issued on November 4, 2008 in the original aggregate principal amount of $1,500,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
PURCHASE AGREEMENTPurchase Agreement • November 10th, 2016 • Quantum Materials Corp. • Metal mining • Nevada
PURCHASE AGREEMENT (the “Agreement”), dated as of November 8, 2016, by and between QUANTUM MATERIALS CORP., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 10th, 2008 • Hague Corp. • Metal mining • New York
SUBSIDIARY GUARANTEE, dated as of November 4, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Hague Corp., a Nevada corporation (the “Company”) and the Purchasers.
Amended and Restated Employment AgreementEmployment Agreement • December 15th, 2015 • Quantum Materials Corp. • Metal mining • Texas
This Amended and Restated Employment Agreement (the "Agreement") is made and entered into as of December 10, 2015, by and between Craig Lindberg (the "Executive") and Quantum Materials Corp., a Nevada corporation (the "Company") (collectively, the "Parties").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 9th, 2016 • Quantum Materials Corp. • Metal mining • Illinois
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the ____ day of ____________, 2016 (the “Effective Date”) by and between QUANTUM MATERIALS CORP., a Nevada corporation (the “Company”), and _________________ (the “Investor”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • April 4th, 2017 • Quantum Materials Corp. • Metal mining • Kansas
This equity purchase agreement is entered into as of March 29, 2017 (this “Agreement”), by and between Quantum Materials Corp., a Nevada corporation (the “Company”), L2 Capital, LLC, a Kansas limited liability company (“L2”), and SBI Investments LLC, 2014-1, a statutory series of Delaware limited liability company (“SBI”) (together with it permitted assigns, L2 and SBI shall collectively be referred to herein as the “Investor” or “Participating Investors”).
Employment AgreementEmployment Agreement • January 23rd, 2013 • Quantum Materials Corp. • Metal mining • Nevada
Employment Agreement dated as of 26 October 2012, by and between Quantum Materials Corp., a Nevada corporation with its principal place of business at 12326 Scott DR. Kingston OK 73439. (the “Company”) and Stephen Squires (the "Employee"). WHEREAS, the Company and the Employee wish to set forth the terms and conditions of the Employee's employment with the Company. NOW, THEREFORE, in consideration of the mutual promises, warranties and covenants set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:
Employment AgreementEmployment Agreement • June 16th, 2016 • Quantum Materials Corp. • Metal mining • California
This Employment Agreement (the “Agreement”) is made and entered into as of the 13th day of June, 2016, by and between Sri Peruvemba (the “Executive”) and Quantum Materials Corp., a Nevada corporation (the “Company”) (collectively, the “Parties”).
Office of Techllology Transfer Nila Bhakuni, DirectorLicense Agreement • October 1st, 2015 • Quantum Materials Corp. • Metal mining • Texas
RE: First Amendment to the Amended and Restated License Agreement between Solterra Renewable Technologies, Inc.and William Marsh Rice University
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 4th, 2017 • Quantum Materials Corp. • Metal mining • Kansas
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 29, 2017, by and between QUANTUM MATERIALS CORP., a Nevada corporation (the “Company”), L2 CAPITAL, LLC, a Kansas limited liability company (“L2”), and SBI INVESTMENTS LLC, 2014-1, a a statutory series of Delaware limited liability company (“SBI”) (together with it permitted assigns, L2 and SBI shall collectively be referred to herein as the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
ContractEmployment Agreement Employment Agreement • November 16th, 2012 • Quantum Materials Corp. • Metal mining • Nevada
Employment Agreement Employment Agreement dated as of 26 October 2012, by and between Quantum Materials Corp., a Nevada corporation with its principal place of business at 12326 Scott DR. Kingston OK 73439. (the “Company”) and Dr. Robert Glass (the “Employee”). WHEREAS, the Company and the Employee wish to set forth the terms and conditions of the Employee’s employment with the Company. NOW, THEREFORE, in consideration of the mutual promises, warranties and covenants set forth below, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Employment. Effective as of the commencement date described in Section 2 below, the Company employs the Employee and the Employee accepts employment by the Company upon the terms and conditions hereafter set forth. 2. Term of Employment. The employment of the Employee under this Agreement shall commence as of January 01, 2013 and terminate on January 01, 2018. Thereafter, this Agreement shall be extended automatically for succes
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 15th, 2019 • Quantum Materials Corp. • Metal mining • Texas
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of August 6, 2019 (the “Effective Date”), by and between Quantum Materials Corporation, a Nevada corporation (the “Buyer”), and Capstan Platform, Inc., a Delaware corporation (the “Seller”). Each of the parties to this Agreement will be referred to individually as a “Party” or jointly as the “Parties.”
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among SOLTERRA RENEWABLE TECHNOLOGIES, INC. a Delaware corporation, HAGUE, CORP. a Nevada corporation, and SHAREHOLDERS IDENTIFIED HEREIN October 15, 2008Agreement and Plan of Merger and Reorganization • May 15th, 2009 • Hague Corp. • Metal mining • Nevada
This Agreement and Plan of Reorganization (“Agreement”) is entered into as of October 15, 2008, by and among Solterra Renewable Technologies, Inc., a Delaware corporation (“Solterra”) located at 14220 E. Cavedale Road, Scottsdale, AZ 85262, the Shareholders of Solterra, namely Stephen B. Squires and the other stockholders identified at the foot of this Agreement (collectively the “Solterra Shareholders”) with an address c/o Solterra, 14220 E. Cavedale Road, Scottsdale, AZ 85262, Hague Corp., a Nevada corporation, (“Hague”) located at 1865 Portage Avenue, Winnipeg, Canada A2 R3J 0H2 and Stephen B. Squires as Solterra Shareholders’ Representative with an address c/o Solterra, 14220 E. Cavedale Road, Scottsdale, AZ 85262 and Gregory Chapman as “Indemnitor” pursuant to Article X with an address at c/o Solterra, 14220 E. Cavedale Road, Scottsdale, AZ 85262.
AGREEMENT FIXED-PRICE ASU Reference No. 09022547Agreement • November 10th, 2008 • Hague Corp. • Metal mining • Arizona
THIS AGREEMENT is made and entered into by and between Solterra Renewable Technologies, Inc. (hereinafter called "Sponsor"), and the Arizona Board of Regents for and on behalf of Arizona State University (hereinafter called "ASU").
WAIVER AND MODIFICATION AGREEMENTWaiver and Modification Agreement • February 12th, 2009 • Hague Corp. • Metal mining
WAIVER AND CONSENT AGREEMENTWaiver and Consent Agreement • May 22nd, 2017 • Quantum Materials Corp. • Metal mining • Illinois
THIS WAIVER AND CONSENT AGREEMENT (the “Agreement”), is dated as of May 19, 2017 (the “Effective Date”), by and between QUANTUM MATERIALS, INC., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • October 11th, 2012 • Quantum Materials Corp. • Metal mining
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 2nd, 2021 • Quantum Materials Corp. • Metal mining • California
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 26, 2021, by and among Quantum Materials Corp., a Nevada corporation (the “Company”), and Pasaca Capital Inc., a Nevada corporation (as further defined below, “Purchaser”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • November 9th, 2016 • Quantum Materials Corp. • Metal mining • Texas
Amended and Restated Employment AgreementAmended and Restated Employment Agreement • June 16th, 2016 • Quantum Materials Corp. • Metal mining • Texas
This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into as of the 15th day of June, 2016, by and between Stephen B. Squires (the “Executive”) and Quantum Materials Corp., a Nevada corporation (the “Company”) (collectively, the “Parties”).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AND FINANCING AGREEMENT, SECURED CONVERTIBLE PROMISSORY NOTE, AND DISTRIBUTION AGREEMENTSecurities Purchase and Financing Agreement • April 30th, 2021 • Quantum Materials Corp. • Metal mining
This AMENDMENT NO. 1 to SECURITIES PURCHASE AND FINANCING AGREEMENT, SECURED CONVERTIBLE PROMISSORY NOTE, AND DISTRIBUTION AGREEMENT (the “Agreement”), dated as of March 10, 2021, is made by and between Quantum Materials Corp., a Nevada corporation (the “Company”) and Pasaca Capital Inc., a Nevada corporation (“Pasaca”) and amends each of (i) the Securities Purchase and Financing Agreement , dated as of January 26, 2021, made by and among the Company and Pasaca (the “SPA”), (ii) the Secured Convertible Promissory Note, dated as of January 26, 2021, made by the Company in favor of Pasaca (the “Original Note”), and (iii) the Distribution Agreement, effective as of January 26, 2021, made between the Company and Pasaca (the “Distribution Agreement” and, together with the SPA and the Note, the “Original Agreements”). Unless the context otherwise requires, terms used but not defined in this Agreement shall have the meanings, if any, ascribed thereto in the Original Agreements.
REPAYMENT AGREEMENTRepayment Agreement • November 13th, 2015 • Quantum Materials Corp. • Metal mining • Texas
THIS REPAYMENT AGREEMENT (this “Agreement”) is entered into and effective as of this 17th day of September, 2015 (the “Effective Date”), by and between Quantum Materials Corp., a Nevada corporation (“Quantum”), and Chris Benjamin (“Benjamin”).
RESIGNATION AGREEMENTResignation Agreement • December 30th, 2016 • Quantum Materials Corp. • Metal mining • California
This Resignation Agreement, dated December 22, 2016 (the “Resignation Agreement”), between Quantum Materials Corp. a Nevada corporation, having its principal place of business at 3055 Hunter Road, San Marcos, Texas 78666 (“Quantum”), and Sriram Peruvemba, 12251 Toluca Drive, San Ramon, California 94583 (“Peruvemba”, and together with Quantum, the “Parties”, and each, a “Party”).
AGREEMENTAgreement • October 14th, 2016 • Quantum Materials Corp. • Metal mining • Texas
THIS AGREEMENT (this “Agreement”), dated as of October 10, 2016, is entered into by and among Quantum Materials Corp., a Nevada corporation (the “Company”), Carson Haysco Holdings, LP, a Texas limited partnership (“Carson Haysco”) and Carson Diversified Investments, LP, a Texas limited partnership (“Carson Diversified” and together with Carson Haysco, the “Holders”).
RESIGNATION AGREEMENTResignation Agreement • February 3rd, 2017 • Quantum Materials Corp. • Metal mining • Texas
This Resignation Agreement, dated February 1, 2017 (the “Resignation Agreement”), between Quantum Materials Corp., a Nevada corporation, having its principal place of business at 3055 Hunter Road, San Marcos, Texas 78666 (“Quantum”), and Craig Lindberg (“Lindberg”), and together with Quantum, the “Parties”, and each, a “Party”).
June 1, 2009 MKM Opportunity Master Fund, Ltd. MKM SP1, LLC c/o MKM Capital Advisors, LLC New York, New York 10170 Attn: Mr. David Skriloff, Portfolio Manager Steven Posner Irrevocable Trust u/t/a dated June 17, 1965 10800 Biscayne Boulevard, Suite...Hague Corp. • June 9th, 2009 • Metal mining • New York
This letter sets forth certain agreements involving Hague Corp., a Nevada corporation (“Hague”), and its wholly-owned subsidiary, Solterra Renewable Technologies, Inc., a Delaware corporation (“Solterra”), on the one hand, and MKM Opportunity Master Fund, Ltd., MKM SP1, LLC and Steven Posner Irrevocable Trust, on the other hand (collectively, the “Noteholders”), as it pertains to the Noteholders’ 8% senior secured convertible debentures (and related security interests) in the aggregate principal amount of $1.5 million (the “Notes”), as more fully outlined below.
Office of Technology Transfer Nila Bhakuni, DirectorHague Corp. • November 12th, 2009 • Metal mining
MKM Opportunity Master Fund, Ltd. October 29, 2009 MKM SP1, LLC c/o MKM Capital Advisors, LLCHague Corp. • November 12th, 2009 • Metal mining
ContractExclusive Patent License Agreement • February 14th, 2011 • Quantum Materials Corp. • Metal mining
This Amendment to the EXCLUSIVE PATENT LICENSE AGREEMENT BETWEEN THE ARIZONA BOARD OF REGENTS ON BEHALF OF THE UNIVERSITY OF ARIZONA AND SOLTERRA RENEWABLE TECHNOLOGIES, INC. (the "Agreement") is made effective as of the December 17th, 2010 and is between THE ARIZONA BOARD OF REGENTS ON BEHALF OF THE UNIVERSITY OF ARIZONA, an Arizona body corporate with its principal campus in Tucson, Arizona 85721 (the "UNIVERSITY"), and SOLTERRA RENEWABLE TECHNOLOGIES, INC., an Arizona Company with its principal place of business at 7700 South River Parkway, Tempe, AZ 85284 ("LICENSEE").
CONSULTANT SERVICES AGREEMENT BETWEEN SOLTERRA RENEWABLE TECHNOLOGIES, INC. AND SOUND CAPITAL, INC.Consultant Services Agreement • November 23rd, 2009 • Hague Corp. • Metal mining • Florida
THIS CONSULTING SERVICES AGREEMENT (hereafter referred to as the “Agreement”) effective as of the 12th day of November, 2009 by and between SOLTERRA RENEWABLE TECHNOLOGIES, INC., a corporation organized under the laws of the state of Delaware (hereinafter referred to as “HGUE”), and Sound Capital, Inc. a corporation organized and existing under the laws of the state of New York (hereafter referred to as “Consultant”).
