QUANTUM
MATERIALS CORP.

WARRANTS


 


THE
WARRANTS EVIDENCED HEREBY AND THE SECURITIES ISSUABLE UPON THE EXERCISE THEREOF ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT
CERTAIN SECURITIES PURCHASE AGREEMENT BETWEEN QUANTUM MATERIALS CORP., A NEVADA CORPORATION (THE “COMPANY”),
AND THE PERSON IDENTIFIED AT THE END OF THIS INSTRUMENT AS THE INVESTOR (THE “INVESTOR”), DATED AS OF THE DATE
HEREOF, AS THE SAME MAY BE AMENDED FROM TIME TO TIME (THE “UNIT SUBSCRIPTION AGREEMENT”).


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A CUSTOMARY
FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE
144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


This
Warrant is granted pursuant to the terms and conditions of the Unit Subscription Agreement. Unless otherwise defined herein, capitalized
terms have the definitions ascribed thereto in the Unit Subscription Agreement.


 


This
certifies that the Investor is the holder of warrants to purchase (the “Warrants”) ___________ shares of Common
Stock, par value $0.001 per share, of the Company (“Common Stock”) at a purchase price equal to the Exercise
Price (such shares of Common Stock, the “Applicable Shares”). The exercise price, which shall be deliverable
upon the exercise of each Warrant, shall be $0.15 per share of Common Stock as such price may be amended from time to time as
provided herein (the “Exercise Price”). The Applicable Shares shall be deliverable upon surrender of this instrument
and payment of such Exercise Price to the Company, but subject to the conditions set forth herein. Payment of the Exercise Price
shall be made in immediately available funds and shall be accompanied by the Form of Exercise attached hereto properly completed
by the holder.


 


The
Warrants evidenced hereby shall be exercisable at any time and from time to time for Applicable Shares upon the exercise thereof
in accordance with the terms hereof; provided however, that the Warrants may not be exercised after (and shall expire
upon the occurrence of) the fifth (5th) anniversary of the date hereof.


 






    	 		 



    	 		 



    

 


Exercise
of Warrants


 


The
holder of Warrants evidenced hereby may exercise them, in part or in whole, by surrendering this instrument, with the Form of
Exercise attached hereto properly completed and executed, and paying the Exercise Price (unless the Holder notifies the Company
in such Form of Exercise that such exercise was made pursuant to a Cashless Exercise (as defined below)). In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof a new instrument evidencing the number of Warrants not exercised. No adjustment
to the Exercise Price will be made for any declared and unpaid dividends or distributions on any Applicable Shares issuable upon
exercise of Warrants evidenced hereby.


 


The
Company shall, to the extent necessary, issue fractional Applicable Shares upon exercise of Warrants or pay the cash equivalent
thereof, at the Company’s option.


 


Cashless
Exercise


 


Notwithstanding
anything contained herein to the contrary, the holder may, in its sole discretion, exercise this Warrant in whole or in part and,
in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Exercise
Price, elect instead to receive upon such exercise the “Net Number” of Applicable Shares determined according to the
following formula (a “Cashless Exercise”):


 


Net
Number = (A x B) - (A x C)


D


 


For
purposes of the foregoing formula:


 


A=
the total number of shares with respect to which this Warrant is then being exercised.


 


B
= the quotient of (x) the sum of the VWAP of the Common Stock of each of the ten (10) trading days ending at the close of business
on the Principal Market (as defined below) immediately prior to the time of exercise as set forth in the applicable Form of Exercise,
divided by (y) ten (10).


 


C
= the Exercise Price then in effect for the Applicable Shares at the time of such exercise.


 


D
= the VWAP of the Common Stock at the close of business on the Principal Market on the date of the delivery of the applicable
Form of Exercise.


 


For
purposes of Rule 144(d) promulgated under the Securities Act of 1933, as amended, it is intended that the Applicable Shares issued
in a Cashless Exercise shall be deemed to have been acquired by the holder, and the holding period for the Applicable Shares shall
be deemed to have commenced, on the date this Warrant was originally issued pursuant to the Unit Subscription Agreement.


 






    	 		 



    	 		 



    

 


“Principal
Market” means the OTCQB operated by the OTC Markets Group, Inc. (or any nationally recognized successor thereto); provided,
however, that in the event the Company’s Common Stock is ever listed or traded on The NASDAQ Capital Market, The NASDAQ
Global Market, The NASDAQ Global Select Market, the New York Stock Exchange, the NYSE MKT, the NYSE Arca, the OTC Bulletin Board,
or the OTCQX operated by the OTC Markets Group, Inc. (or any nationally recognized successor to any of the foregoing), then the
“Principal Market” shall mean such other market or exchange on which the Company’s Common Stock is then listed
or traded.


 


“VWAP”
means the volume weighted average price of the Common Stock on the Principal Market, as reported on the Principal Market.


 


Limitations
on Exercises


 


Notwithstanding
anything to the contrary contained in this Warrant, this Warrant shall not be exercisable by the holder hereof to the extent (but
only to the extent) that the holder or any of its affiliates would beneficially own in excess of 4.99% (the “Maximum
Percentage”) of the Common Stock. To the extent the above limitation applies, the determination of whether this Warrant
shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the holder or any of
its affiliates) and of which such securities shall be exercisable (as among all such securities owned by the holder) shall, subject
to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise
or exchange (as the case may be). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect
on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the
purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with
respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented
in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or
to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations
contained in this paragraph shall apply to a successor holder of this Warrant. The holders of Common Stock shall be third party
beneficiaries of this paragraph and the Company may not amend or waive this paragraph without the consent of holders of a majority
of its Common Stock. For any reason at any time, upon the written or oral request of the holder, the Company shall within one
(1) business day confirm orally and in writing to the holder the number of shares of Common Stock then outstanding, including
by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation,
pursuant to this Warrant or securities issued pursuant to the Unit Subscription Agreement. By written notice to the Company, at
any time the holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in
such notice; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Company.


 






    	 		 



    	 		 



    

 


Taxes
upon Exercise


 


The
Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of the Applicable Shares upon exercise
of Warrants. Nothing herein shall preclude any tax withholding required by law or regulations.


 


Company
to Provide Applicable Shares


 


The
Company shall from time to time as may be necessary, reserve, out of its authorized but unissued Common Stock, a sufficient number
of Applicable Shares to permit the exercise of the entire number of Warrants evidenced hereby.


 


The
certificates for Applicable Shares issued upon exercise, if any, may have notations, legends or endorsements required by law,
stock exchange rule, agreements to which the Company is subject or as the Company may deem necessary or desirable. By acceptance
of a certificate representing any Applicable Shares issued upon exercise of Warrants, the holder hereof acknowledges any restrictions
on transfer set forth on such certificate and agrees that such holder will transfer such Applicable Shares only as provided thereon.


 


All
Applicable Shares delivered upon exercise of Warrants shall be newly issued, duly authorized, validly issued, fully paid and non-assessable
and free from any lien or adverse claim. The Company will endeavor promptly to comply with all federal and state securities laws
regulating the offer and delivery of Applicable Shares upon exercise of Warrants, if any.


 


(a)
Adjustments for Subdivisions, Combinations or Consolidations.


 


(i)
Subdivisions. In the event that the Company shall effect a subdivision of outstanding Applicable Shares, the number of
Applicable Shares issuable upon exercise of this Warrant immediately prior to such subdivision shall be proportionately increased,
and the Exercise Price in effect immediately prior to such subdivision shall concurrently with such subdivision be proportionately
decreased.


 


(ii)
Combinations or Consolidations. In the event that the outstanding Applicable Shares shall be combined or consolidated,
by reclassification or otherwise, into a lesser number of Applicable Shares, the number of Applicable Shares issuable upon exercise
of this Warrant immediately prior to such combination or consolidation shall be proportionately decreased, and the Exercise Price
in effect immediately prior to such combination or consolidation shall, concurrently with the effectiveness of such combination
or consolidation, be proportionately increased.


 


(b)
Adjustment for Reclassification, Exchange or Substitution. If the Applicable Shares shall be changed into the same or a
different number of securities in any class or classes of securities, whether by capital reorganization, reclassification or otherwise
(other than a reorganization, merger, consolidation, or sale of assets provided for below), then and in each such event the holder
of each Warrant shall have the right thereafter to exercise such Warrant for the kind and amount of securities and other securities
and property receivable upon such reorganization, reclassification, or other change, by holders of the number of Applicable Shares
for which such Warrants might have been exercised immediately prior to such reorganization, reclassification or change, all subject
to further adjustment as provided herein.


 






    	 		 



    	 		 



    

 


(c)
Adjustment for Merger or Reorganization, etc. In case of any consolidation or merger of the Company with or into a corporation
or another entity or the conversion of the Company into a corporation by any other means, each Warrant shall thereafter be exercisable
for the kind and amount of equity interests or other securities or property to which a holder of the number of Applicable Shares
of the Company deliverable upon exercise of such Warrant would have been entitled upon such consolidation, merger or sale; and,
in such case, appropriate adjustment (as determined in good faith by the Board of Directors of the Company) shall be made in the
application of the provisions in this Paragraph (c) set forth with respect to the rights and interest thereafter of the holders
of the Warrants, to the end that the provisions set forth in this Section (including provisions with respect to changes in and
other adjustments of the number of Warrants evidenced hereby or the Exercise Price therefor) shall thereafter be applicable, as
nearly as reasonably may be, in relation to any equity interests or other property thereafter deliverable upon the exercise of
the Warrants.


 


(d)
Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to paragraphs (a) - (d)
hereof, the Company at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof
and furnish to each holder of a Warrant or Warrants a certificate setting forth such adjustment or readjustment and showing in
detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time
of any holder of a Warrant, furnish or cause to be furnished to such holder a similar certificate setting forth (i) such adjustments
and readjustments, (ii) the Exercise Price then in effect, and (iii) the number of Applicable Shares and the amount, if any, of
other property which then would be received upon the exercise of such Warrant.


 


Notice
of Certain Transactions


 


In
the event that (a) the Company takes any action which would require an adjustment in the Exercise Price, (b) the Company agrees
to undertake any transaction regarding an adjustment hereunder, or (c) there is a dissolution of liquidation of the Company, then
in each case, the Company shall mail to the holder a notice stating the proposed record or effective date, as the case may be.
The Company shall mail the notice at least five days before the earlier of the proposed record date or the proposed effective
date.


 


Transferability


 


This
instrument and the Warrants may not be transferred except as provided in the legend set forth on the first page hereof. Any permitted
Transfer shall be effected upon surrender of this instrument to the Company for such purpose, together with a written assignment
on the Form of Assignment attached hereto, or in other form satisfactory to the Company, duly executed by the holder hereof, together
with funds to pay any transfer, documentary, stamp or other taxes or government charges payable in connection with such transfer
and any other amounts required pursuant to this instrument. Upon the surrender of this instrument and payment as aforesaid, the
Company will deliver a new instrument, in the name of the assignee and evidencing Warrants in a permissible denomination or denominations
specified in such instrument of assignment. If less than all of the Warrants evidenced by this instrument are being transferred,
the Company will deliver a new instrument for the portion of the Warrants not being transferred.


 






    	 		 



    	 		 



    

 


No
Shareholder Rights


 


Nothing
contained in this instrument shall be construed as conferring upon the Investor or any other person the right to vote or to consent
or to receive notice as a shareholder in respect of meetings of shareholders for the election of members of the Board of Directors
of the Company or any other matters or any rights whatsoever as a shareholder of the Company; and no distributions shall be payable
or accrued in respect of this instrument or the interest represented hereby or the securities obtainable hereunder until, and
only to the extent that, the Warrants shall have been exercised.


 


Amendments


 


This
Instrument and the Warrants, or any portion thereof, may be amended or terminated, and any rights thereunder may be waived, discharged
or revised, at any time and from time to time (and any rights thereunder waived or modified) upon the written consent of the Company
and the Investor.


 


Governing
Law; Consent to Jurisdiction


 


This
Instrument and the Warrants will be interpreted and the rights and liabilities of the Investor and the Company determined in accordance
with the laws of the State of Illinois, without regard to its conflict of law provisions. Each of the Investor and the Company
hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in Cook County, Illinois, and consents
that all service of process be sent by nationally recognized overnight courier service directed to the Investor at the Investor’s
address set forth in the Unit Subscription Agreement or to the Company at the Company’s address set forth in the Unit Subscription
Agreement and service so made will be deemed to be completed when received by the Investor or the Company, as applicable. Each
of the Investor and the Company acknowledges and agrees that such venue is the most convenient forum for both the Investor and
the Company. Each of the Investor and the Company waives any objection to venue and any objection based on a more convenient forum
in any action instituted under this Note.


 


Waiver
of Jury Trial


 


THE
COMPANY AND THE INVESTOR, UPON RECEIPT OF THIS INSTRUMENT, IRREVOCABLY WAIVE ANY AND ALL RIGHTS THAT EACH MAY HAVE TO A TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS INSTRUMENT, ANY DOCUMENTS EXECUTED IN CONNECTION WITH
THIS INSTRUMENT OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE COMPANY AND INVESTOR ACKNOWLEDGE THAT THE FOREGOING
WAIVER IS KNOWING AND VOLUNTARY.


 


Miscellaneous


 


If
this instrument at any time becomes mutilated, lost, stolen or destroyed, the Company will issue, in exchange and substitution
for and upon cancellation hereof, or in lieu of and in substitution for this instrument, a new instrument of like tenor and representing
an equivalent number of Warrants, but only upon receipt of evidence satisfactory to the Company of such loss, theft or destruction
and indemnity satisfactory to it. Applicants for such substitute instrument must also comply with such other regulations and pay
such other charges as the Company may prescribe.


 


The
Company may deem and treat the holder named on the final page hereof as the absolute owner of the Warrants evidenced hereby (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, any distribution to
the holder hereof and for all other purposes, and the Company shall not be affected by any notice to the contrary.


 


[Remainder
of Page Left Intentionally Blank; Signature Page Follows]


 






    	 		 



    	 		 



    

 


IN
WITNESS WHEREOF, the Company has caused this instrument to be executed as of the date below.


 


	Dated:
    November ___, 2016	QUANTUM
    MATERIALS CORP.
	 	 	 	 	 
	 	By:	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	INVESTOR
	 	 
	 	If
    Individual:
	 	 	 	 	 
	 	Investor:	 	 
	 	 	 	 
	 	Investor
    Address:	 
	 	 	 
	 	 	 	 	 
	 	If
    Entity:
	 	 
	 	 
	 	Name
    of Entity
	 	 	 	 	 
	 	By:	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Investor
    Address:	 
	 	 	 


 






    	 		 



    	 		 



    







 


FORM
OF EXERCISE


 


(To
be executed upon exercise of Warrants)


 


The
undersigned holder hereby elects to exercise the Warrant (the “Warrant”) of Quantum Materials Corp., a Nevada
corporation (the “Company”) as specified below. Capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Warrant.


 


1.
Form of Exercise Price. The holder intends that payment of the aggregate Exercise Price shall be made as:


 


	 	[  ]	a
    “Cash Exercise” with respect to _________________ Applicable Shares; and/or
	 	 	 
	 	[  ]	a
    “Cashless Exercise” with respect to _______________ Applicable Shares.


 


In
the event that the holder has elected a Cashless Exercise with respect to some or all of the Applicable Shares to be issued pursuant
hereto, the holder hereby represents and warrants that this Form of Exercise was executed by the holder at __________ [a.m.][p.m.]
on the date set forth below.


 


2.
Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the
Applicable Shares to be issued pursuant hereto, the holder shall pay the aggregate Exercise Price in the sum of $___________________
to the Company in accordance with the terms of the Warrant.


 


3.
Delivery of Warrant Shares. The Company shall deliver to holder, or its designee or agent as specified below, __________
shares of Common Stock in accordance with the terms of the Warrant. Delivery shall be made to holder, or for its benefit, as follows:


 


[  ]   Check
here if requesting delivery as a certificate to the following name and to the following address:


 


	 	Issue
    to:	 
	 	 	 
	 	 	 


 


[  ]   Check
here if requesting delivery by Deposit/Withdrawal at Custodian as follows:


 


	 	DTC
    Participant:	 
	 	DTC
    Number:	 
	 	Account
    Number:	 


 


Date:
_____________ __,


 


	 	 
	Name
    of Registered Holder	 
	 	 	 
	By:    	 	 
	Name:    	 	 
	Title:	            	 


 


	 	Tax
    ID:	 	 


 


	 	Facsimile:	 	 


 


	 	E-mail
    Address:	 	 


 






    	 		 



    	 		 



    







 


[FORM
OF ASSIGNMENT]


 


(To
be executed to transfer the Warrants)


 


FOR
VALUE RECEIVED, ____________________________________ the undersigned hereby sells, assigns and transfers unto


 


	 	 	 Name
	 	 	 Address
	 	 	 Social
    Security or Taxpayer Identification Number


 


___________
Warrants to purchase Applicable Shares (or such other securities or assets of the Company as are purchasable in their place) of
the within-named Company, together with all right, title and interest therein, and does hereby irrevocably con and appoint ___________,
Attorney, to transfer such Warrants on the books of the within-named Company, with full power of substitution. The holder hereby
represents and warrants to the Company that the transfer represented hereby is being made in accordance with the terms of the
instrument evidencing the Warrants.


 


	Date:_____________________	Signature: