Common use of FORM OF SECRETARY’S CERTIFICATE Clause in Contracts

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of November 8, 2016 (“Purchase Agreement”), by and between QUANTUM MATERIALS CORP., a Nevada corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”), pursuant to which the Company may sell to the Investor up to Nine Million Seven Hundred Fifty Thousand Dollars ($9,750,000) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k7(k) of that certain Purchase Agreement dated as of November 8October __, 2016 (“Purchase 2011(“Purchase Agreement”), by and between QUANTUM MATERIALS CORPVALLEY FORGE COMPOSITE TECHNOLOGIES, INC., a Nevada Florida corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Nine Twenty Million Seven Two Hundred Fifty Thousand Dollars ($9,750,00020,250,000) of the Company’s 's Common Stock, $0.001 par value per share (the “"Common Stock”"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k7(k) of that certain Purchase Agreement dated as of November 8__________, 2016 (“Purchase Agreement”), by and between QUANTUM MATERIALS CORPESP RESOURCES, INC., a Nevada corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Nine Five Million Seven Hundred Fifty Thousand Dollars ($9,750,0005,000,000) of the Company’s 's Common Stock, $0.001 par value per share (the “"Common Stock”"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k) of that certain Purchase Agreement dated as of November 8March 24, 2016 2020 (“Purchase Agreement”), by and between QUANTUM MATERIALS CORPVISTAGEN THERAPEUTICS, INC., a Nevada corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Nine Ten Million Seven Two Hundred Fifty Thousand Dollars ($9,750,00010,250,000) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”)common stock. Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies as follows:

FORM OF SECRETARY’S CERTIFICATE. This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(k8(II)(k) of that certain Purchase Agreement dated as of November 8_______, 2016 2015 (“Purchase Agreement”), by and between QUANTUM MATERIALS CORP.KONARED CORPORATION, a Nevada corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Nine Ten Million Seven Two Hundred Fifty Thousand Dollars ($9,750,00010,250,000) of the Company’s 's Common Stock, par value $0.001 par value per share (the “"Common Stock”"). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement. The undersigned, ____________, Secretary of the Company, hereby certifies as follows: