Quantumsphere, Inc. – Convertible Promissory Note (March 20th, 2017)
This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.
Quantumsphere, Inc. – Note Exchange Agreement (June 13th, 2016)
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").
Quantumsphere, Inc. – Intercreditor and Collateral Agent Agreement (June 13th, 2016)
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").
Quantumsphere, Inc. – Securities Purchase Agreement (June 13th, 2016)
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").
Quantumsphere, Inc. – Intellectual Property Security Agreement (June 13th, 2016)
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").
Quantumsphere, Inc. – Contract (April 29th, 2016)
THIS PROMISSORY NOTE ("NOTE") HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWS, AND HAVE BEEN ISSUED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS, INCLUDING, WITHOUT LIMITATION, THE EXEMPTION CONTAINED IN SECTION 4(2) OF THE SECURITIES ACT. NEITHER THIS NOTE NOR SUCH SECURITIES MAY BE SOLD OR TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT HAS BECOME AND IS THEN EFFECTIVE WITH RESPECT TO SUCH SECURITIES, (2) THIS NOTE OR SUCH SECURITIES, AS APPLICABLE, IS TRANSFERRED PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT (OR ANY SUCCESSOR RULE) OR (3) THE COMPANY (AS HEREINAFTER DEFINED) HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT, TO THE EFFECT THAT THE PROPOSED SALE OR TRANSFER OF THIS NOTE OR SUCH SECURITIES IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND ALL OTHER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.
Quantumsphere, Inc. – Commercialisation Partnership Agreement (March 14th, 2016)
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").