Execution Version


 


REGISTRATION RIGHTS AGREEMENT


 


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”).


 


WHEREAS:


 


The Company has agreed,
upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Buyer up to Nine Million Seven Hundred Fifty
Thousand Dollars ($9,750,000) of Purchase Shares and to induce the Buyer to enter into the Purchase Agreement, the Company has
agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder,
or any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws.


 


NOW, THEREFORE,
in consideration of the promises and the mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Buyer hereby agree as follows:


 


 1.   DEFINITIONS.


 


As used in this Agreement,
the following terms shall have the following meanings:


 


a. “Investor”
means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement in accordance with
Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a
transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the
provisions of this Agreement.


 


b. “Person”
means any individual or entity including but not limited to any corporation, a limited liability company, an association, a partnership,
an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.


 


c. “Register,”
“registered,” and “registration” refer to a registration effected by preparing and filing
one or more registration statements of the Company in compliance with the Securities Act and pursuant to Rule 415 under the Securities
Act or any successor rule providing for offering securities on a continuous basis (“Rule 415”), and the declaration
or ordering of effectiveness of such registration statement(s) by the United States Securities and Exchange Commission (the “SEC”).


 


d. “Registrable
Securities” means all of the Commitment Shares and all of the Purchase Shares that may, from time to time, be issued
or become issuable to the Investor under the Purchase Agreement (without regard to any limitation or restriction on purchases),
and any and all shares of capital stock issued or issuable with respect to the Purchase Shares, the Commitment Shares or
the Purchase Agreement as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise,
without regard to any limitation on purchases under the Purchase Agreement.


 




    	 



    	



    


 


e. “Registration
Statement” means one or more registration statements of the Company covering only the sale of the Registrable Securities.


 


2. REGISTRATION.


 


a. Mandatory Registration.
The Company shall, on or prior to December 31, 2016, file with
the SEC an initial Registration Statement covering the maximum number of Registrable Securities as shall be permitted to be included
thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable
Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as
mutually determined by both the Company and the Investor in consultation with their respective legal counsel, subject to the aggregate
number of authorized shares of the Company’s Common Stock then available for issuance in its Certificate of Incorporation.
The initial Registration Statement shall register only the Registrable Securities. The Investor and its counsel shall have a reasonable
opportunity to review and comment upon such Registration Statement and any amendment or supplement to such Registration Statement
and any related prospectus prior to its filing with the SEC, and the Company shall give due consideration to all reasonable comments.
The Investor shall furnish all information reasonably requested by the Company for inclusion therein. The Company shall use its
reasonable best efforts to have the Registration Statement and any amendment declared effective by the SEC at the earliest possible
date. The Company shall use reasonable best efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated
under the Securities Act and available for the resale by the Investor of all of the Registrable Securities covered thereby at all
times until the date on which the Investor shall have resold all the Registrable Securities covered thereby and no Available Amount
remains under the Purchase Agreement (the “Registration Period”). The Registration Statement (including any
amendments or supplements thereto and prospectuses contained therein) shall not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 


b. Rule 424 Prospectus.
The Company shall, as required by applicable securities regulations, from time to time file with the SEC, pursuant to Rule 424
promulgated under the Securities Act, the prospectus and prospectus supplements, if any, to be used in connection with sales of
the Registrable Securities under the Registration Statement. The Investor and its counsel shall have a reasonable opportunity to
review and comment upon such prospectus prior to its filing with the SEC, and the Company shall give due consideration to all such
comments. The Investor shall use its reasonable best efforts to comment upon such prospectus within one (1) Business Day from the
date the Investor receives the final pre-filing version of such prospectus.


 


c. Sufficient Number
of Shares Registered. In the event the number of shares available under the Registration Statement is insufficient to cover
all of the Registrable Securities, the Company shall amend the Registration Statement or file a new Registration Statement (a “New
Registration Statement”), so as to cover all of such Registrable Securities (subject to the limitations set forth in
Section 2(a)) as soon as practicable, but in any event not later than ten (10) Business Days after the necessity therefor arises,
subject to any limits that may be imposed by the SEC pursuant to Rule 415 under the Securities Act. The Company shall use its reasonable
best efforts to cause such amendment and/or New Registration Statement to become effective as soon as practicable following the
filing thereof.


 


d. Offering. If
the staff of the SEC (the “Staff”) or the SEC seeks to characterize any offering pursuant to a Registration
Statement filed pursuant to this Agreement as constituting an offering of securities that does not permit such Registration Statement
to become effective and be used for resales by the Investor under Rule 415 at then-prevailing market prices (and not fixed prices),
or if after the filing of the initial Registration Statement with the SEC pursuant to Section 2(a), the Company is otherwise required
by the Staff or the SEC to reduce the number of Registrable Securities included in such initial Registration Statement, then the
Company shall reduce the number of Registrable Securities to be included in such initial Registration Statement (with the prior
consent, which shall not be unreasonably withheld, of the Investor and its legal counsel as to the specific Registrable Securities
to be removed therefrom) until such time as the Staff and the SEC shall so permit such Registration Statement to become effective
and be used as aforesaid. In the event of any reduction in Registrable Securities pursuant to this paragraph, the Company shall
file one or more New Registration Statements in accordance with Section 2(c) until such time as all Registrable Securities have
been included in Registration Statements that have been declared effective and the prospectus contained therein is available for
use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s obligations
to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as necessary
to comport with any requirement of the SEC or the Staff as addressed in this Section 2(d).


 




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3. RELATED OBLIGATIONS.


 


With respect to the Registration
Statement and whenever any Registrable Securities are to be registered pursuant to Section 2 including on any New Registration
Statement, the Company shall use its reasonable best efforts to effect the registration of the Registrable Securities in accordance
with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:


 


a. The Company shall prepare
and file with the SEC such amendments (including post-effective amendments) and supplements to any registration statement and the
prospectus used in connection with such registration statement, which prospectus is to be filed pursuant to Rule 424 promulgated
under the Securities Act, as may be necessary to keep the Registration Statement or any New Registration Statement effective at
all times during the Registration Period, and, during such period, comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities of the Company covered by the Registration Statement or any New Registration Statement
until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition
by the seller or sellers thereof as set forth in such registration statement.


 


b. The Company shall permit
the Investor to review and comment upon the Registration Statement or any New Registration Statement and all amendments and supplements
thereto at least two (2) Business Days prior to their filing with the SEC, and not file any such document in a form to which Investor
reasonably objects. The Investor shall use its reasonable best efforts to comment upon the Registration Statement or any New Registration
Statement and any amendments or supplements thereto within two (2) Business Days from the date the Investor receives the final
version thereof. The Company shall furnish to the Investor, without charge any correspondence from the SEC or the staff of the
SEC to the Company or its representatives relating to the Registration Statement or any New Registration Statement.


 


c. Upon request of the
Investor, the Company shall furnish to the Investor, (i) promptly after the same is prepared and filed with the SEC, at least one
copy of such registration statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated
therein by reference and all exhibits, (ii) upon the effectiveness of any registration statement, a copy of the prospectus included
in such registration statement and all amendments and supplements thereto (or such other number of copies as the Investor may reasonably
request) and (iii) such other documents, including copies of any preliminary or final prospectus, as the Investor may reasonably
request from time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor. For the avoidance
of doubt, any filing available to the Investor via the SEC’s live EDGAR system shall be deemed “furnished to the Investor”
hereunder.


 




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d. The Company shall use
reasonable best efforts to (i) register and qualify the Registrable Securities covered by a registration statement under such other
securities or “blue sky” laws of such jurisdictions in the United States as the Investor reasonably requests, (ii)
prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations
and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period,
and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions;
provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (y) subject itself
to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The
Company shall promptly notify the Investor who holds Registrable Securities of the receipt by the Company of any notification with
respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities
or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threatening
of any proceeding for such purpose.


 


e. As promptly as practicable
after becoming aware of such event or facts, the Company shall notify the Investor in writing of the happening of any event or
existence of such facts as a result of which the prospectus included in any registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading, and promptly prepare a supplement
or amendment to such registration statement to correct such untrue statement or omission, and deliver a copy of such supplement
or amendment to the Investor (or such other number of copies as the Investor may reasonably request). The Company shall also promptly
notify the Investor in writing (i) when a prospectus or any prospectus supplement or post-effective amendment has been filed, and
when a registration statement or any post-effective amendment has become effective (notification of such effectiveness shall be
delivered to the Investor by email or facsimile on the same day of such effectiveness and by overnight mail), (ii) of any request
by the SEC for amendments or supplements to any registration statement or related prospectus or related information, and (iii)
of the Company’s reasonable determination that a post-effective amendment to a registration statement would be appropriate.


 


f. The Company shall use
its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of any registration
statement, or the suspension of the qualification of any Registrable Securities for sale in any jurisdiction and, if such an order
or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify the
Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of
any proceeding for such purpose.


 


g. The Company shall (i)
cause all the Registrable Securities to be listed on each securities exchange on which securities of the same class or series issued
by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such
exchange, or (ii) secure designation and quotation of all the Registrable Securities on the Principal Market. The Company shall
pay all fees and expenses in connection with satisfying its obligation under this Section.


 


h. The Company shall cooperate
with the Investor to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing
the Registrable Securities to be offered pursuant to any registration statement and enable such certificates to be in such denominations
or amounts as the Investor may reasonably request and registered in such names as the Investor may request.


 




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i. The Company shall at
all times provide a transfer agent and registrar with respect to its Common Stock.


 


j. If reasonably requested
by the Investor, the Company shall (i) immediately incorporate in a prospectus supplement or post-effective amendment such information
as the Investor believes should be included therein relating to the sale and distribution of Registrable Securities, including,
without limitation, information with respect to the number of Registrable Securities being sold, the purchase price being paid
therefor and any other terms of the offering of the Registrable Securities; (ii) make all required filings of such prospectus supplement
or post-effective amendment as soon as practicable upon notification of the matters to be incorporated in such prospectus supplement
or post-effective amendment; and (iii) supplement or make amendments to any registration statement.


 


k. The Company shall use
its reasonable best efforts to cause the Registrable Securities covered by any registration statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.


 


 


l. Within one (1) Business
Day after any registration statement which includes the Registrable Securities is declared effective by the SEC, the Company shall
deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with
copies to the Investor) confirmation that such registration statement has been declared effective by the SEC in the form attached
hereto as Exhibit A. Thereafter, if requested by the Buyer at any time, the Company shall require its counsel to deliver
to the Buyer a written confirmation whether or not the effectiveness of such registration statement has lapsed at any time for
any reason (including, without limitation, the issuance of a stop order) and whether or not the registration statement is current
and available to the Buyer for sale of all of the Registrable Securities.


 


m. The Company shall take
all other reasonable actions necessary to expedite and facilitate disposition by the Investor of Registrable Securities pursuant
to any registration statement.


 


4. OBLIGATIONS OF
THE INVESTOR.


 


a. The Company shall notify
the Investor in writing of the information the Company reasonably requires from the Investor in connection with any registration
statement hereunder. The Investor shall furnish to the Company such information regarding itself, the Registrable Securities held
by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect
the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company
may reasonably request.


 


b. The Investor agrees
to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any registration
statement hereunder.


 


c. The Investor agrees
that, upon receipt of any notice from the Company of the happening of any event or existence of facts of the kind described in
Section 3(f) or the first sentence of 3(e), the Investor will immediately discontinue disposition of Registrable Securities pursuant
to any registration statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 3(f) or the first sentence of 3(e). Notwithstanding anything to the contrary, the
Company shall cause its transfer agent to promptly deliver shares of Common Stock without any restrictive legend in accordance
with the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor
has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any
event of the kind described in Section 3(f) or the first sentence of Section 3(e) and for which the Investor has not yet settled.


 




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5. EXPENSES OF REGISTRATION.


 


All reasonable expenses,
other than sales or brokerage commissions, incurred in connection with registrations, filings or qualifications pursuant to Sections
2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting fees, and fees
and disbursements of counsel for the Company, shall be paid by the Company.


 


6. INDEMNIFICATION.


 


a. To the fullest extent
permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each Person, if any, who
controls the Investor, the members, the directors, officers, partners, employees, agents, representatives of the Investor and each
Person, if any, who controls the Investor within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) (each, an “Indemnified Person”), against any losses, claims, damages,
liabilities, judgments, fines, penalties, charges, costs, attorneys’ fees, amounts paid in settlement or expenses, joint
or several, (collectively, “Claims”) incurred in investigating, preparing or defending any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or
other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party
thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or actions
or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or
alleged untrue statement of a material fact in the Registration Statement, any New Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue
sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the
omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein
not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in the final prospectus (as
amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged
omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under
which the statements therein were made, not misleading, (iii) any violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Registrable Securities pursuant to the Registration Statement or any New Registration Statement
or (iv) any material violation by the Company of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively,
“Violations”). The Company shall reimburse each Indemnified Person promptly as such expenses are incurred and
are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating
or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained
in this Section 6(a): (i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs
in reliance upon and in conformity with information about the Investor furnished in writing to the Company by such Indemnified
Person expressly for use in connection with the preparation of the Registration Statement, any New Registration Statement or any
such amendment thereof or supplement thereto, if such prospectus was timely made available by the Company pursuant to Section 3(c)
or Section 3(e); (ii) with respect to any superseded prospectus, shall not inure to the benefit of any such person from whom the
person asserting any such Claim purchased the Registrable Securities that are the subject thereof (or to the benefit of any person
controlling such person) if the untrue statement or omission of material fact contained in the superseded prospectus was corrected
in the revised prospectus, as then amended or supplemented, if such revised prospectus was timely made available by the Company
pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was promptly advised in writing not to use the incorrect prospectus
prior to the use giving rise to a violation and such Indemnified Person, notwithstanding such advice, used it; (iii) shall not
be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus
made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c) or Section
3(e); and (iv) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of the Indemnified Person and shall survive the transfer of the Registrable
Securities by the Investor pursuant to Section 9.


 




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b. In connection with
the Registration Statement or any New Registration Statement, the Investor agrees to indemnify, hold harmless and defend, to the
same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers who
signs the Registration Statement or any New Registration Statement, each Person, if any, who controls the Company within the meaning
of the Securities Act or the Exchange Act (collectively and together with an Indemnified Person, an “Indemnified Party”),
against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or
otherwise, insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case to the extent,
and only to the extent, that such Violation occurs in reliance upon and in conformity with written information about the Investor
set forth on Exhibit B attached hereto and furnished to the Company by the Investor expressly for use in connection with
such registration statement; and, subject to Section 6(d), the Investor will reimburse any legal or other expenses reasonably incurred
by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained
in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement
of any Claim if such settlement is effected without the prior written consent of the Investor, which consent shall not be unreasonably
withheld; provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount of a Claim
or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the sale of Registrable Securities pursuant
to such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or
on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Investor pursuant to Section
9.


 


c. Promptly after receipt
by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including
any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect
thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of
the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided,
however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses
to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation
by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual
or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel
in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection
with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party
all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The
indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim
or proceeding effected without its written consent, provided, however, that the indemnifying party shall not unreasonably withhold,
delay or condition its consent. No indemnifying party shall, without the consent of the Indemnified Party or Indemnified Person,
consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability
in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated
to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating
to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified
Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability
to defend such action.


 




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d. The indemnification
required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense,
as and when bills are received or Indemnified Damages are incurred.


 


e. The indemnity agreements
contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person
against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.


 


7. CONTRIBUTION.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however,
that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation;
and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received
by such seller from the sale of such Registrable Securities.


 


8. REPORTS AND DISCLOSURE
UNDER THE SECURITIES ACTS.


 


With a view to making available
to the Investor the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the SEC
that may at any time permit the Investor to sell securities of the Company to the public without registration (“Rule 144”),
the Company agrees, at the Company’s sole expense, to:


 


a. make and keep public
information available, as those terms are understood and defined in Rule 144;


 


b. file with the SEC in
a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as
the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable
provisions of Rule 144;


 




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c. furnish to the Investor
so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has
complied with the reporting and or disclosure provisions of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the
most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such
other information as may be reasonably requested to permit the Investor to sell such securities pursuant to Rule 144 without registration;
and


 


 d.take such additional action as is
requested by the Investor to enable the Investor to sell the Registrable Securities pursuant to Rule 144, including, without limitation,
delivering all such legal opinions, consents, certificates, resolutions and instructions to the Company’s Transfer Agent
as may be requested from time to time by the Investor and otherwise fully cooperate with Investor and Investor’s broker to
effect such sale of securities pursuant to Rule 144.


 


The Company agrees that
damages may be an inadequate remedy for any breach of the terms and provisions of this Section 8 and that Investor shall, whether
or not it is pursuing any remedies at law, be entitled to equitable relief in the form of a preliminary or permanent injunctions,
without having to post any bond or other security, upon any breach or threatened breach of any such terms or provisions.


 


 9. ASSIGNMENT OF REGISTRATION RIGHTS.




 


The Company shall not assign
this Agreement or any rights or obligations hereunder without the prior written consent of the Investor. The Investor may not assign
its rights under this Agreement without the written consent of the Company, other than to an affiliate of the Investor controlled
by Jonathan Cope or Josh Scheinfeld.


 


10. AMENDMENT OF
REGISTRATION RIGHTS.


 


No provision of this Agreement
may be amended or waived by the parties from and after the date that is one Business Day immediately preceding the initial filing
of the Registration Statement with the SEC. Subject to the immediately preceding sentence, no provision of this Agreement may be
(i) amended other than by a written instrument signed by both parties hereto or (ii) waived other than in a written instrument
signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise any right or remedy under
this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


11. MISCELLANEOUS.


 


a. A Person is deemed
to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities. If
the Company receives conflicting instructions, notices or elections from two or more Persons with respect to the same Registrable
Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such
Registrable Securities.


 


b. Any notices, consents,
waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will
be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or email
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii)
one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to
the party to receive the same. The addresses for such communications shall be:


 




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If to the Company:


Quantum Materials Corp.


3055 Hunter Road


San Marcos, TX 78666


Telephone: (281) 610-4686


E-mail: craig@qmcdots.com 


Attention:  Craig Lindberg


 


With a copy to (which shall not constitute
notice or service of process):


K&L Gates LLP


1000 Main Street, Suite 2550


Houston, Texas 77002


Telephone: (713) 815-7333


Facsimile: (713) 815-7301


E-mail: bryce.linsenmayer@klgates.com


Attention: Bryce D. Linsenmayer,
Esq.


 


If to the Investor:


Lincoln Park Capital Fund, LLC


440 North Wells, Suite 410


Chicago, IL 60654


Telephone: 312-822-9300


Facsimile: 312-822-9301


E-mail: jscheinfeld@lpcfunds.com/jcope@lpcfunds.com


Attention: Josh Scheinfeld/Jonathan
Cope


 


With a copy to (which shall
not constitute notice or service of process):


Greenberg Traurig,
LLP


The MetLife Building


200 Park Avenue


New York, NY
10166


Telephone: (212)
801-9200


Facsimile:  (212)
801-6400


E-mail: marsicoa@gtlaw.com


Attention: Anthony
J. Marsico, Esq.


 


or at such other address and/or facsimile number
and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three
(3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such
notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine
or email account containing the time, date, recipient facsimile number or email address, as applicable, and an image of the first
page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of
personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause
(i), (ii) or (iii) above, respectively.


 




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c. The corporate laws
of the State of Nevada shall govern all issues concerning the relative rights of the Company and its stockholders. All other questions
concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws
of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State
of Illinois or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State
of Illinois. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting the State
of Illinois, County of Cook, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction
or the validity or enforceability of any provision of this Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


d. This Agreement and
the Purchase Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof.
There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein.
This Agreement and the Purchase Agreement supersede all prior agreements and understandings among the parties hereto with respect
to the subject matter hereof and thereof.


 


e. Subject to the requirements
of Section 9, this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of
the parties hereto.


 


f. The headings in this
Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


g. This Agreement may
be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the
same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission
or by e-mail in a “.pdf” format data file of a copy of this Agreement bearing the signature of the party so delivering
this Agreement.


 


h. Each party shall do
and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


i. The language used in
this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction
will be applied against any party.


 


j. This Agreement is intended
for the benefit of the parties hereto and their respective successors and permitted assigns, and is not for the benefit of, nor
may any provision hereof be enforced by, any other Person.


 


 * * * * * *




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IN WITNESS WHEREOF,
the parties have caused this Registration Rights Agreement to be duly executed as of day and year first above written. 


 





	 	THE COMPANY:
	 	 	 
	 	QUANTUM MATERIALS CORP.
	 	 	 
	 	By:	/s/ Craig Lindberg
	 	Name:	Craig Lindberg
	 	Title:	Chief Financial Officer




 


	 	BUYER:
	 	 	 
	 	LINCOLN PARK CAPITAL FUND, LLC
	 	BY:	LINCOLN PARK CAPITAL, LLC
	 	BY: 	ROCKLEDGE CAPITAL CORPORATION







 


	 	By:	/s/ Josh Scheinfield
	 	Name:	Josh Scheinfeld
	 	Title:	President



 








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EXHIBIT A


 


 TO REGISTRATION RIGHTS AGREEMENT


 


 FORM OF NOTICE OF EFFECTIVENESS


 OF REGISTRATION STATEMENT


 


[Date]


 


[TRANSFER AGENT]


___________________


___________________


 


 


Re: [__________]


 


Ladies and Gentlemen:


 


We are counsel to Quantum
Materials Corp., a Nevada corporation (the “Company”), and have represented the Company in connection with that
certain Purchase Agreement, dated as of November 8, 2016 (the “Purchase Agreement”), entered into by and between
the Company and Lincoln Park Capital Fund, LLC (the “Buyer”) pursuant to which the Company has agreed to issue
to the Buyer shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), in
an amount up to Nine Million Seven Hundred Fifty Thousand Dollars ($9,750,000) (the “Purchase Shares”), in accordance
with the terms of the Purchase Agreement. In connection with the transactions contemplated by the Purchase Agreement, the
Company has registered with the U.S. Securities & Exchange Commission the following shares of Common Stock:


 


		(1)	up to [__________] shares of Common Stock to be issued to the Buyer upon purchase by the Buyer
from the Company from time to time (the “Purchase Shares”); and



 


		(2)	1,750,000 shares of Common Stock that have been issued to the Buyer as a commitment fee on the
date of the Purchase Agreement (the “Commitment Shares”).



 


Pursuant to the Purchase Agreement, the Company
also has entered into a Registration Rights Agreement, dated as of November 8, 2016, with the Buyer (the “Registration
Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Purchase Shares and the
Commitment Shares under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the
Company’s obligations under the Purchase Agreement and the Registration Rights Agreement, on [_____________], 201[__], the
Company filed a Registration Statement (File No. 333-[_________]) (the “Registration Statement”) with the Securities
and Exchange Commission (the “SEC”) relating to the resale of the Purchase Shares and the Commitment Shares.


 


In connection with the
foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring
the Registration Statement effective under the Securities Act at [_____] [A.M./P.M.] on [__________], 201[__] and we have no knowledge,
after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued
or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Purchase Shares and the Commitment
Shares are available for resale under the Securities Act pursuant to the Registration Statement and may be issued without any restrictive
legend.


 


Very truly yours,


[Company Counsel]


 


By:____________________


 


cc: Lincoln Park Capital Fund, LLC


 




    	 



    	



    


 


 


EXHIBIT B


 


 TO REGISTRATION RIGHTS AGREEMENT


 


Information About The Investor Furnished
To The Company By The Investor 


Expressly For Use In Connection With The
Registration Statement


 


Information With Respect to Lincoln Park
Capital


 


As of the date of the Purchase Agreement, Lincoln
Park Capital Fund, LLC, beneficially owned _______ shares of our common stock. Josh Scheinfeld and Jonathan Cope, the Managing
Members of Lincoln Park Capital, LLC, the manager of Lincoln Park Capital Fund, LLC, are deemed to be beneficial owners of all
of the shares of common stock owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld have shared voting and investment
power over the shares being offered under the prospectus filed with the SEC in connection with the transactions contemplated under
the Purchase Agreement. Lincoln Park Capital, LLC is not a licensed broker dealer or an affiliate of a licensed broker dealer.