X0306 4 2016-06-09 0 0001387135 QUANTUMSPHERE, INC. QSIM 0001201881 POLI FRANCIS C 2905 TECH CENTER DRIVE SANTA ANA CA 92705 1 0 0 0 Common stock warrant (right to buy) 2016-06-09 4 J 0 172500 A 2021-06-08 Common Stock 172500 172500 D Common stock warrant (right to buy) 2016-06-09 4 J 0 129375 A 2021-06-08 Common Stock 129375 129375 D On June 9, 2016, QuantumSphere, Inc., a Nevada corporation (the "Registrant"), held a second closing for the private placement of secured promissory notes to accredited investors pursuant to which Francis C. Poli (the "Reporting Person") was issued secured promissory notes in the aggregate principal amounts of $115,000 and $86,250, respectively ("Notes"), with detachable common stock purchase warrants ("Warrants") to the Reporting Person. The Notes are not convertible unless an "Event of Default" has occurred as defined in the terms of the Notes and further detailed in the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2016. In connection with the Notes, the Reporting Person was also issued Warrants to purchase 172,500 shares and 129,375 shares of the Registrant's common stock ("Common Stock"), where 100% of the shares subject to the Warrants are fully vested and exercisable. The exercise price for the Warrants shall be equal to the price per share of Common Stock of the Registrant's next round of equity financing, subject to customary adjustments. /s/ Gregory L. Hrncir as Attorney-in-Fact for Francis C. Poli 2016-06-13