Exhibit 10.1
SUBSCRIBER'S NAME: ___________________________________________________
QUANTUMSPHERE, INC.
A NEVADA CORPORATION
PROMISSORY NOTES WITH DETACHABLE
COMMON STOCK PURCHASE WARRANTS
SUBSCRIPTION BOOKLET
THE PRIVATE PLACEMENT OF SECURITIES DESCRIBED HEREIN HAS NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER JURISDICTION. THIS PRIVATE PLACEMENT IS MADE PURSUANT TO SECTION 4(2) OF
SAID ACT, WHICH EXEMPTS FROM SUCH REGISTRATION TRANSACTIONS NOT INVOLVING A
PUBLIC OFFERING. FOR THIS REASON, THESE SECURITIES WILL BE SOLD ONLY TO
INVESTORS WHO MEET CERTAIN MINIMUM SUITABILITY QUALIFICATIONS DESCRIBED HEREIN.
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE COMPANY AND THE SECURITIES OFFERED, INCLUDING THE MERITS AND RISKS INVOLVED.
AN INVESTOR SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE
COMPANY FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SECURITIES DESCRIBED HEREIN
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER
JURISDICTION, AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY
REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THERE IS NO
OBLIGATION OF THE ISSUER TO REGISTER THE SECURITIES UNDER THE SECURITIES ACT OR
THE LAWS OF ANY OTHER JURISDICTION.
QUANTUMSPHERE, INC.
NOTE PURCHASE AGREEMENT
THIS NOTE PURCHASE AGREEMENT (this "Agreement") is made and entered into as of
the date set forth on the signature page hereto by and between QuantumSphere,
Inc., a Nevada corporation (the "Company"), and the investor whose name appears
on the signature page hereto (the "Investor").
WHEREAS, the Company is conducting a private placement (the "Private Placement")
of Promissory Notes (the "Notes") and detachable common stock purchase warrants
(the "Warrants") on the terms set forth in the Notes and Warrants, respectively.
The Notes and the Warrants are collectively referred to herein as the
"Securities"; and
Whereas, the Private Placement is to be exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to Section 4(2) of the Securities Act and/or Rule 506 of Regulation D
and is limited to persons who qualify as "accredited investors" as defined by
Rule 501(a) of the Securities Act;
By execution below, the Investor acknowledges that the Company is relying upon
the accuracy and completeness of the representations contained herein as a
condition of complying with its obligations under applicable securities laws and
this Agreement.
1.
Subscription. Subject to the terms and conditions of this
Agreement, the Investor hereby agrees to subscribe for the Securities in the
original principal amount set forth on the signature page hereto (the
"Subscription Amount"). Upon receipt of the Subscription Amount by the Company
via wire transfer to the account designated by the Company in Section 1.A below,
the Company shall:
(i)
Issue to the Investor a Note in the original principal amount
equal to the Subscription Amount and in substantially the form attached hereto
as Exhibit A;
(ii)
Issue to the Investor a Common Stock Purchase Warrant in
substantially the