REGISTRATION RIGHTS AGREEMENTRegistration 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 28th, 2014 • Quantumsphere, Inc. • Blank checks • California
This Employment Agreement (this “Agreement”) is made and entered into as of this _______________, by and between QuantumSphere, Inc., a California corporation (“COMPANY”), and ________________, an individual (“EXECUTIVE”).
CONSULTING AGREEMENTConsulting 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.
Amended and Restated Agreement and Plan of MergerAmended and Restated Agreement • April 28th, 2014 • Quantumsphere, Inc. • Blank checks • 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”).
WAY COOL IMPORTS, INC. STOCK OPTION AWARD AGREEMENTStock 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.
QUANTUMSPHERE, INC. AMENDED & RESTATED CONVERTIBLE PROMISSORY NOTEQuantumsphere, Inc. • April 28th, 2014 • 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.
QUANTUMSPHERE, INC. CONVERTIBLE PROMISSORY NOTEQuantumsphere, Inc. • April 28th, 2014 • Blank checks • California
This convertible promissory note (the "Note") is issued by QUANTUMSPHERE, INC., a California corporation (the "Company"), to ____________________ (the "Holder").
INDEMNIFICATION AGREEMENTIndemnification 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.
