RESIGNATION
AGREEMENT


 


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”).


 


WHEREAS,
the Parties have entered into an Employment Agreement, dated as of June 13, 2016, the “Agreement”); and


 


WHEREAS,
Peruvemba is resigning from his positions as an officer and director of Quantum; and


 


WHEREAS,
the Parties hereto desire to terminate the non-surviving terms of the Employment Agreement on the terms and subject to the conditions
set forth herein;


 


NOW,
THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:


 


1.       Definitions.
Capitalized terms used and not defined in this Resignation Agreement have the respective meanings assigned to them in the Employment
Agreement.


 


2.       Termination
of the Employment Agreement. Subject to the
terms and conditions of this Resignation Agreement, the Employment Agreement is hereby terminated pursuant to the terms of Section
5 of the Employment Agreement as of December 22, 2016 (the “Resignation Date”). From and after the Resignation
Date, the Employment Agreement will be of no further force or effect, and the rights and obligations of each of the Parties thereunder
shall terminate, except for (a) any rights and obligations of the Parties that survive the termination of the Employment Agreement,
including Section 4.6 (Indemnification), Section 7 (Confidentiality), Section 8 (Restrictive Covenants), Section 9 (Non-disparagement),
Section 12 (Proprietary Rights in Intellectual Property), subject to the terms and conditions of this Resignation Agreement. Nothing
in Paragraph 8.2 of the June 13, 2016, Employment Agreement, restricts Peruvemba from continuing as CEO of Marketer International
Inc., pursuing its lines of business. Nothing in Paragraph 8.4 of the June 13, 2016, Employment Agreement, restricts Peruvemba
from soliciting, contacting, or engaging with Marketer International Inc.’s previous, current or future business contacts,
leads, or customers.


 


3.       Certain
Rights and Obligations/Resignation Payment.


 


As
material consideration for the covenants, agreements and undertakings of the Parties under this Resignation Agreement:


 


(a)       Promptly
following the full execution of this Resignation Agreement, Quantum shall confirm the vesting following stock options and warrants
owned by Peruvemba:


 


(i)       166,667
options to purchase Quantum’s $0.001 par value common stock at $0.17 per share expiring October 14, 2025; and


 




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(ii)       104,150
warrants to purchase Quantum’s $0.001 par value common stock at $0.15 per share expiring March 29, 2021.


 


(b)       Quantum
shall fully vest the following previously unvested stock options awarded to Peruvemba:


 


(i)       333,333
options to purchase Quantum’s $0.001 par value common stock at $0.17 per share expiring October 14, 2025;


 


(ii)       150,000
options to purchase Quantum’s $0.001 par value common stock at $0.12 per share expiring April 13, 2026;


 


(iii)       3,000,000
options to purchase Quantum’s $0.001 par value common stock at $0.13 per share expiring June 30, 2026.


 


(c)       Quantum
shall pay accrued wages totaling $30,000.00 through December 22, 2016 as well as accrued expense report reimbursements on or before
February 15, 2017.


 


(d)       Quantum
shall make the following payments to Peruvemba:


 


(i)       US
$20,000.00 on February 15, 2017;


 


(ii)       US
$20,000.00 on March 15, 2017;


 


(iii)       US
$20,000.00 on April 17, 2017


 


(iv)       US
$20,000.00 on May 15, 2017;


 


(v)       US
$20,000.00 on June 15, 2017; and


 


(vi)       US
$20,000.00 on July 17, 2017 (Collectively the payments under Section 3(a), (b), (c) and (d) is the “Resignation Payment”).


 


(e)       Quantum
shall pay Peruvemba’s health insurance under his “COBRA” (Consolidated Omnibus Budget Reconciliation
Act of 1985) rights through June 30, 2017.


 


(f)       
Within five days following the date first written above, Peruvemba shall return to Quantum: 1) all materials and documents that
are “Confidential Information” as defined by Section 7 of the Employment Agreement; (2) all materials and documents
that are “Customer Information” as defined by Section 9.4 of the Employment Agreement, (3) all “Work Product”
and “Intellectual Property Rights” as defined by Section 12 of the Employment Agreement; (4) and all “Facilities
Information Technology and Access Resources” as defined by Section 13 of the Employment Agreement.


 


(g)       Peruvemba
will execute necessary documentation to effectuate notification to banks, website accounts, auditors within 5 business days of
the documents being provided by the company.


 




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4.       Mutual
Release.


 


(a)       In
consideration of the covenants, agreements and undertakings of the Parties under this Resignation Agreement, each Party, on behalf
of itself and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members,
successors and assigns (collectively, “Releasors”) hereby releases, waives and forever discharges the other
Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors,
shareholders, members, agents, representatives, permitted successors and permitted assigns (collectively, “Releasees”)
of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings,
obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known
or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively,
“Claims”), which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any
of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the date
of this Resignation Agreement arising out of or relating to the Employment Agreement, except for any Claims relating to rights
and obligations preserved by, created by or otherwise arising out of this Resignation Agreement (including any surviving indemnification
obligations under the Employment Agreement and subject to the revisions to the Employment Agreement in Section 4(e) of this Resignation
Agreement). This release also covers any Claims brought against Peruvemba with respect to his employment by Quantum.


 


(b)       
Each Party, on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that
may be different than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject
matter of the release contained in this Section 4, and which, if known at the time of signing this Resignation Agreement, may
have materially affected this Resignation Agreement and such Party’s decision to enter into it and grant the release contained
in this Section 4. Nevertheless, the Releasors intend to fully, finally and forever settle and release all Claims that now exist,
may exist or previously existed, as set forth in the release contained in this Section 4, whether known or unknown, foreseen or
unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding
the discovery or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise
as a result of such different or additional Claims or facts.


 


(c)       The
above-references releases specifically cover Peruvemba releasing all Claims to compensation under the Employment Agreement and
any other compensation claims against Quantum other than the options, warrants and cash payments specified in Section 3(a), (b),
(c), (d) and (e) of this Resignation Agreement.


 


(d)       The
Releasors have been made aware of, and understand, the provisions of California Civil Code Section 1542 (“Section 1542”),
which provides: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR.” The Releasors acknowledge that they have had the opportunity to consult with counsel and expressly,
knowingly and intentionally waive any and all rights, benefits and protections of Section 1542 and of any other state or federal
statute or common law principle limiting the scope of a general release.


 




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(e)       The
Employment Agreement is hereby amended to strike from Section 4.6 the following language: “other than any Proceeding initiated
by the Executive or the Company related to any contest or dispute between the Executive and the Company or any of its affiliates
with respect to this Agreement or the Executive’s employment hereunder.”


 


5.       Representations
and Warranties. Each Party hereby represents
and warrants to the other Party that:


 


(a)       It
has the full right, power and authority to enter into this Resignation Agreement and to perform its obligations hereunder.


 


(b)       The
execution of this Resignation Agreement by the individual whose signature is set forth at the end of this Resignation Agreement
on behalf of such Party, and the delivery of this Resignation Agreement by such Party, have been duly authorized by all necessary
corporate action on the part of such Party.


 


(c)       This
Resignation Agreement has been executed and delivered by such Party and (assuming due authorization, execution and delivery by
the other Party hereto) constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance
with its terms.


 


(d)       It
(i) knows of no Claims against the other Party relating to or arising out of the Employment Agreement that are not covered by
the release contained in Section 4 and (ii) has neither assigned nor transferred any of the Claims released herein to any person
or entity and no person or entity has subrogated to or has any interest or rights in any Claims.


 


EXCEPT
FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 27 OF THE EMPLOYMENT AGREEMENT AND IN THIS SECTION 5 OF THIS
RESIGNATION AGREEMENT, (A) NEITHER PARTY HERETO NOR ANY PERSON ON SUCH PARTY’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED
REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE,
USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY HERETO ACKNOWLEDGES THAT, IN ENTERING INTO
THIS RESIGNATION AGREEMENT, IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON
ON SUCH OTHER PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 5.


 




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6.       Amendment
to Employment Agreement. Section 9 of the Employment Agreement is deleted and hereby replaced with the following provision
with “Peruvemba” or “Quantum”
having the same meaning as defined in this Resignation Agreement:


 


Non-disparagement.
The Parties agree and covenant that they will not at any time make, publish or communicate to any person or entity or in any
public forum any defamatory remarks, comments or statements concerning Peruvemba or Quantum or their businesses, or any of their
employees, officers, and existing and prospective customers, suppliers, investors and other associated third parties, subject
to the disclosure requirements of the Securities Exchange Act of 1934 and SEC Regulation S-K and Regulation S-X under the Securities
Act of 1933.


 


This
Section 9 does not, in any way, restrict or impede Peruvemba from exercising protected rights to the extent that such rights cannot
be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction
or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order.
Peruvemba shall promptly provide written notice of any such order to the Chairman of Quantum’s Board of Directors.


 


7.       Publicity
and Announcements. Quantum shall provide Peruvemba the opportunity to review the press release and SEC Form
8-K relating to his resignation before publication. The Parties acknowledge that SEC Form 8-K Item 5.02 requires Quantum to provide
a draft copy of the Form 8-K to Peruvemba for review and provides that Quantum must include as an exhibit correspondence from
Peruvemba if Peruvemba so desires. The parties acknowledge that Quantum may be required to disclose the terms of this Resignation
Agreement in a press release and in filings with the U.S. Securities and Exchange Commission (“SEC”) and may be required
to attach a copy of this Agreement to its SEC filings.


 


8.       Compliance
with Federal Whistleblower Law. Nothing in this Agreement prohibits any Party from reporting possible violations of federal
law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities
and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under
the whistleblower provisions of federal law or regulation. Parties do not need the prior authorization of other Parties to make
any such reports or disclosures, and Parties are not required to notify other Parties that they have made such reports or disclosures.


 


9.       Standstill
Clause. Unless approved in advance in writing by Quantum’s board of directors, Peruvemba agrees that neither he nor
any of his Representatives acting on behalf of or in concert with him (or any of his Representatives) will, for a period of 3
years after the date of this Resignation Agreement, directly or indirectly:


 


(a)
make any statement or proposal to the board of directors of any of Quantum, any of Quantum’s Representatives or any of Quantum’s
stockholders regarding, or make any public announcement, proposal or offer (including any “solicitation” of “proxies”
as such terms are defined or used in Regulation 14A of the Securities Exchange Act of 1934, as amended) with respect to, or otherwise
solicit, seek or offer to effect (including, for the avoidance of doubt, indirectly by means of communication with the press or
media) (i) any business combination, merger, tender offer, exchange offer or similar transaction involving Quantum or any of its
subsidiaries, (ii) any restructuring, recapitalization, liquidation or similar transaction involving Quantum or any of its subsidiaries,
(iii) any acquisition of any of Quantum’s loans, debt securities, equity securities or assets, or rights or options to acquire
interests in any of Quantum’s loans, debt securities, equity securities or assets, (iv) any proposal to seek representation
on the board of directors of Quantum or otherwise seek to control or influence the management, board of directors or policies
of any of Quantum, (v) any request or proposal to waive, terminate or amend the provisions of this Resignation Agreement or (vi)
any proposal, arrangement or other statement that is inconsistent with the terms of this Resignation Agreement, including this
Section 9;


 




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(b)
instigate, encourage or assist any third party (including forming a “group” with any such third party) to do, or enter
into any discussions or agreements with any third party with respect to, any of the actions set forth in clause (a) above;


 


(c)
take any action which would reasonably be expected to require Quantum or any of his affiliates to make a public announcement regarding
any of the actions set forth in clause (a) above; or


 


(d)
acquire (or propose or agree to acquire), of record or beneficially, by purchase or otherwise, any loans, debt securities, equity
securities or assets of Quantum or any of its subsidiaries, or rights or options to acquire interests in any of Quantum’s
loans, debt securities, equity securities or assets, except that Peruvemba may beneficially own up to 5.0% of each class of Quantum’s
outstanding loans, debt securities and equity securities and may own an amount in excess of such percentage solely to the extent
resulting exclusively from actions taken by Quantum.


 


The
foregoing restrictions shall not apply to any of Peruvemba’s Representatives effecting or recommending transactions in securities
(A) in the ordinary course of their business as an investment advisor, broker, dealer in securities, market maker, specialist
or block positioner and (B) not at the direction or request of Peruvemba or any of his affiliates.


 


(e)
Notwithstanding the foregoing provisions of this Section 9, the restrictions set forth in this Section 9 shall terminate and be
of no further force and effect if Quantum enters into a definitive agreement with respect to, or publicly announces that it plans
to enter into, a transaction involving all or a controlling portion of Quantum’s equity securities or all or substantially
all of Quantum’s assets (whether by merger, consolidation, business combination, tender or exchange offer, recapitalization,
restructuring, sale, equity issuance or otherwise).


 


10.       Miscellaneous.


 


(a)       All
notices, requests, consents, claims, demands, waivers, summons and other legal process, and other similar types of communications
hereunder (each, a “Notice”) must be in writing and addressed to the relevant Party at the address set forth
on the first page of this Resignation Agreement (or to such other address that may be designated by the receiving Party from time
to time in accordance with this Section 10(a)). All Notices must be delivered by personal delivery, nationally recognized overnight
courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). A
Notice is effective only (i) upon receipt by the receiving Party and (ii) if the Party giving the Notice has complied with the
requirements of this Section 10(a).


 




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(b)       This
Resignation Agreement is governed by, and construed in accordance with, the laws of the State of California, without regard to
the conflict of laws provisions of such State. Any legal suit, action or proceeding arising out of this Resignation Agreement
must be instituted in the federal courts of the United States of America or the courts of the State of California, in each case
located in the Contra Costa County and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such
suit, action or proceeding.


 


(c)       This
Resignation Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived or supplemented by an
agreement in writing signed by each Party.


 


(d)       Neither
Party may assign, transfer or delegate any or all of its rights or obligations under this Resignation Agreement without the prior
written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that either
Party may assign this Resignation Agreement to an affiliate, a successor-in-interest by consolidation, merger or operation of
law or to a purchaser of all or substantially all of the Party’s assets. No assignment will relieve the assigning party
of any of its obligations hereunder. Any attempted assignment, transfer or other conveyance in violation of the foregoing will
be null and void. This Resignation Agreement will inure to the benefit of and be binding upon each of the Parties and each of
their respective permitted successors and permitted assigns.


 


(e)       This
Resignation Agreement may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and
the same agreement. Delivery of an executed counterpart of this Resignation Agreement electronically or by facsimile shall be
effective as delivery of an original executed counterpart of this Resignation Agreement.


 


(f)       For
purposes of this Resignation Agreement, (i) the words “include,” “includes” and “including”
are deemed to be followed by the words “without limitation”; (ii) the word “or” is not exclusive; (iii)
the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer
to this Resignation Agreement as a whole; (iv) words denoting the singular have a comparable meaning when used in the plural,
and vice-versa; and (v) words denoting any gender include all genders. The Parties drafted this Resignation Agreement without
regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing
any instrument to be drafted.


 


(g)       The
headings in this Resignation Agreement are for reference only and do not affect the interpretation of this Resignation Agreement.


 


(h)       If
any term or provision of this Resignation Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other term or provision of this Resignation Agreement or invalidate or render
unenforceable such term or provision in any other jurisdiction; provided, however, that if any fundamental term or provision of
this Resignation Agreement (including the mutual releases in Section 4 of this Resignation Agreement, is invalid, illegal or unenforceable,
the remainder of this agreement shall be unenforceable. Upon such determination that any term or other provision is invalid, illegal
or unenforceable, the parties hereto shall negotiate in good faith to modify this Resignation Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby
be consummated as originally contemplated to the greatest extent possible.


 




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(i)       Each
of the Parties shall and shall cause their respective affiliates and representatives to, from time to time at the request, furnish
the other Party such further information or assurances, execute and deliver such additional documents, instruments and conveyances,
and take such other actions and do such other things, as may be reasonably necessary to carry out the provisions of this Resignation
Agreement and give effect to the transactions contemplated hereby.


 


(j)       This
Resignation Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein,
and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral,
with respect to such subject matter.


 


(k)       Each
Party shall pay its own costs and expenses in connection with the drafting, negotiation and execution of this Resignation Agreement
(including the fees and expenses of its advisors, accounts and legal counsel).


 


(l)       This
Resignation Agreement benefits solely the Parties hereto and their respective permitted successors and permitted assigns, and
nothing in this Resignation Agreement, express or implied, confers on any other person or entity any legal or equitable right,
benefit or remedy of any nature whatsoever under or by reason of this Resignation Agreement.


 


IN
WITNESS WHEREOF, the Parties have executed this Resignation Agreement as of the date first written above.


 


	 	Quantum Materials Corp.


a Nevada corporation



	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Authorized
    Signatory
	 	 	 
	 	Sriram Peruvemba
	 	 
	 	By:	 
	 	Name:	Sriram
    Peruvemba


 




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Exhibit
A


 


Employment
Agreement