Audit Committee Charter

Exhibit 10.1

UNANIMOUS WRITTEN CONSENT
IN LIEU OF A SPECIAL MEETING OF
THE BOARD OF DIRECTORS OF
QUANTUM ENERGY INC.

The undersigned being all of the Board of Directors of Quantum Energy Inc., a Nevada Corporation (the “Corporation”), in lieu of holding a special meeting of the Board of Directors of the Corporation and pursuant the Nevada Revised Statutes, which authorizes the taking of action by written consent of the Board of Directors without a meeting, hereby consent to the corporate actions specified below and adopt the following resolutions by written consent, without a meeting and waiving all notice of such a meeting:

RESOLVED, that Jeffrey J. Mallmes and Andrew J. Kacic are hereby authorized and directed to become signatories on the Corporation’s bank accounts and shall take all action necessary to become signatories on the Corporation’s bank accounts; and it is 

FURTHER RESOLVED, that Jeffrey J. Mallmes and Andrew J. Kacic are hereby authorized and directed to obtain from one or more reputable insurance companies, proposals for Directors’ and Officers’ liability insurance for the directors and officers of the Corporation; and it is  

FURTHER RESOLVED, that the appropriate officers of the Corporation are hereby authorized and directed to review copies of all material agreements of the Corporation, including, but not limited to, all subscription agreements and warrant agreements; and it is

FURTHER RESOLVED, that section 1.5 of the Corporation’s Bylaws is hereby amended to read in its entirety as follows:

Section 1.5. Action by Shareholders Without a Meeting. Any action required by law, these Bylaws, or the Articles of Incorporation of this Corporation, to be taken at any Annual or Special Meeting of shareholders of this Corporation or any action which may be taken at any Annual or Special Meeting of such shareholders, may be taken without a meeting, without prior notice, and without a vote, if consented to in writing. The written consent shall set forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares are entitled to vote thereon were present and voted. If any class of shares is entitled to vote thereon as a class, such written consent shall be required of the holders of a majority of the shares of each class of shares entitled to vote as a class thereon and of the total shares entitled to vote thereon.

Within ten (10) days after obtaining such authorization by written consent, notice shall be given to those shareholders who have not consented in writing. The notice shall fairly summarize the material features of the authorized action, and, if the action be a merger, consolidation, or sale, or exchange of assets for which dissenters’ rights are provided under the Nevada Revised Statutes, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions of this act regarding the rights of dissenting shareholders.

FURTHER RESOLVED, that the appropriate officers of the Corporation are hereby authorized and directed to direct State Agent and Transfer Syndicate Inc., the Corporation’s Registered Agent in Nevada, that, effective immediately, the Corporation’s contact person for the Transfer Agent is Jerold N. Siegan, Esq. and to direct all communications to Jerold N. Siegan; and it is

FURTHER RESOLVED, the Board hereby establishes an Audit Committee, to be initially composed of Jeffrey J. Mallmes and Andrew J. Kacic plus not less than two (2) additional directors who qualify as independent directors, and who may be elected or appointed in the future, and hereby adopts as the charter of the Audit Committee the Audit Committee Charter attached hereto as Exhibit A. The Audit Committee shall be constituted, shall conduct its activities, and shall have those powers and responsibilities, in each case as set forth in the Audit Committee Charter and not less than 2 members of the audit committee shall be independent directors; and it is

FURTHER RESOLVED, the Board hereby establishes a Compensation Committee, to be initially composed of Jeffrey J. Mallmes and Andrew J. Kacic, and hereby adopts as the charter of the Compensation Committee the Compensation Committee Charter attached hereto as Exhibit B. The Compensation Committee shall be constituted, shall conduct its activities, and shall have those powers and responsibilities, in each case as set forth in the Compensation Committee Charter; and it is

FURTHER RESOLVED, the Board hereby establishes a Nominating and Corporate Governance Committee, to be initially composed of Jeffrey J. Mallmes and Andrew J. Kacic, and hereby adopts as the charter of the Nominating and Corporate Governance Committee Charter attached hereto as Exhibit C. The Nominating and Corporate Governance Committee shall be constituted, shall conduct its activities, and shall have those powers and responsibilities, in each case as set forth in the Nominating and Corporate Governance Committee Charter; and it is

FURTHER RESOLVED, the Board hereby adopts and approves the Code of Business Conduct and Ethics attached hereto as Exhibit D; and it is

FURTHER RESOLVED, that the Board of Directors believes it to be in the best interest of the Corporation for the Corporation to effect pursuant to Regulation S promulgated under the Securities Act of 1933, as amended, an exempt offering (the “Offering”) of up to $2,000,000 of investment units (“Units”) each Unit consisting of (i) one share of the Corporation’s common stock (par value $0.001 per share) for a price of $0.25 per share plus, (ii) a 2 year warrant to purchase 1 share of the Corporation’s common stock at a price of $1.00 per share; and it is

FURTHER RESOLVED, that Board hereby ratifies and confirms that the officers of the Corporation are authorized, empowered and directed to prepare all documents necessary to effect such Regulation S exempt offering including a term sheet, and form of subscription agreement; and it is

FURTHER RESOLVED, that the officers of the Corporation are authorized, empowered and directed, in the name and on behalf of the Corporation, to make or cause to be made, and to execute and deliver all such additional agreements, documents, instruments and certifications and to do or cause to be done all such acts and things, and to take all such steps and to make all such payments and remittances, as any one or more of such officers may at any time or times deem necessary or desirable in connection with, or in furtherance of, the Offering and otherwise in order to carry out the full intent and purposes of the foregoing resolutions; and it is

FURTHER RESOLVED, that a sufficient number of shares of Common Stock be and they hereby are reserved for issuance upon exercise of the Warrants and that such shares of Common Stock and Warrants, when issued pursuant to the terms of the Regulation S exempt offering of the Units against receipt by the Corporation of the consideration therefor, shall be duly authorized and validly issued and, in the case of shares of Common Stock of the Corporation, fully said and non-assessable; and it is

FURTHER RESOLVED, that the Warrant Shares so set aside, reserved and kept available for issuance are hereby allotted to the holder of the Warrant who exercises the purchase rights appertaining to the Warrant, and upon such exercise and subject to the limitations contained in the Warrant, the Warrant Shares to be issued in accordance with the terms of the Warrant as a result of such exercise shall, when issued in accordance with the terms of the Warrant, be validly issued, fully paid and non-assessable shares of Common Stock; and it is

FURTHER RESOLVED, that upon acceptance of a subscription and receipt of full payment of the consideration from each of the investors in the Common Stock, the Secretary of the Corporation shall issue to such individual a certificate representing the number of shares set forth opposite his name and the shares shall be deemed fully-paid and non-assessable shares of Common Stock, the form of which certificate is attached hereto; and it is

FURTHER RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized, empowered and directed for and on behalf of the Corporation, to pay all fees incidental to or in connection with making the aforementioned securities filings and such other expenses of the Offering, as are allocated to the Corporation by any agreements entered into with the placement agent of the Offering; and it is

FURTHER RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized, empowered and directed for and on behalf of the Corporation, to pay all legal fees and accounting fees incurred by the Corporation in connection with the preparation of the confidential Regulation S offering memorandum and any filings required to be made in connection with the Offering; and it is

FURTHER RESOLVED, that the officers of the Corporation, on behalf of the Corporation, disengage from and terminate the attorney client relationship with Brunson Chandler & Jones, 175 South Main Street, Suite 1410, Salt Lake City, Utah 84111 effective immediately; and it is

FURTHER RESOLVED, that the Corporation demand a refund from Brunson Chandler & Jones, 175 South Main Street, Suite 1410, Salt Lake City, Utah 84111 of the legal fees paid by the Corporation to said law firm in connection with the preparation and filing of the Form S-1 registration statement that was filed on March 3, 2017; and it is

FURTHER RESOLVED, that the Board herby approves and authorizes the preparation of an amendment to the Form S-1 filed by the Corporation on March 3, 2017 and directs the officers to engage an attorney to prepare such amendment and to engage a new auditing firm to prepare the audited financial statements for filing with the Amendment to the S-1 and to pay such legal fees and accounting fees in connection with the preparation and filing of the amendment S-1; and it is

FURTHER RESOLVED, that this Consent may be executed in two or more counterparts, each of which shall be deemed an original for all purposes, and together shall constitute one and the same consent notwithstanding that all parties are not signatory to the same counterpart. The delivery of copies of this Consent and of signature pages by electronic mail or facsimile transmission shall constitute effective execution and delivery of this Consent as to the parties and may be used in lieu of the original Consent for all purposes. Signatures of the parties transmitted by electronic mail or facsimile shall be deemed to be their original signatures for all purposes; and it is

FURTHER RESOLVED, that this Action by Written Consent shall be filed with the minutes of the meetings of the Corporation’s Board of Directors, and shall have the same force and effect as the vote of the Directors as a duly called and noticed meeting of the Board of Directors.

FURTHER RESOLVED, that in addition to and without limiting the foregoing, the proper officers of the Corporation be, and each of them hereby is, authorized, empowered and directed to take, or cause to be taken, such further action, to execute and deliver, or cause to be delivered, for and in the name and on behalf of the Corporation, all such instruments and documents as such officer may deem appropriate in order to effect the purpose or intent of the foregoing resolutions, including such other actions as may be necessary or appropriate to effect the consummation of the Regulation S Offering (as conclusively evidenced by the taking of such action or the execution and deliver of such instruments, as the case may be).

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EXECUTION PAGE FOR THE
UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF
QUANTUM ENERGY INC.

IN WITNESS WHEREOF, the undersigned have executed the foregoing Consent effective as of November 8, 2017.

Jeffrey J. Mallmes
Andrew J. Kacic
Stanley F. Wilson
Keith Stemler

BEING ALL THE DIRECTORS OF THE CORPORATION

Audit Committee Charter

Purpose

The Audit Committee is the principal agent of the Board of Directors in overseeing the Company’s accounting and financial reporting processes and audits of the Company’s financial statements and internal controls, including:

The Committee’s responsibility is oversight, and it recognizes that the Company’s management is responsible for preparing the Company’s financial statements. Additionally, the Committee recognizes that financial management (including the Internal Audit staff), as well as the independent accountants, have more knowledge and more detailed information about the Company than do the members of the Committee, who are not employees of the Company; consequently, in carrying out its oversight responsibilities the Committee is not providing any expert or special assurance as to the Company’s financial statements or any professional certification as to the independent accountants’ work.

Committee Composition

The membership of the Committee shall consist of at least three members of the Board of Directors, one of whom shall be appointed by the Board to serve as Chair of the Committee. The Committee shall be comprised solely of members who are independent Directors as determined by the Board under the standards set forth in the Board’s Corporate Governance Guidelines and the New York Stock Exchange Listing Standards. The members shall be appointed or removed by a majority of the Board of Directors. No member of the Committee may receive any compensation, consulting, advisory or other fee from the Company, other than Board compensation, as determined in accordance with applicable Securities and Exchange Commission (SEC) and New York Stock Exchange (NYSE) rules. Members serving on the Audit Committee are limited to serving on two other audit committees of public companies, unless the Board of Directors evaluates and determines that these other commitments would not impair his or her effective service to the Company. In accordance with NYSE and SEC rules, all members shall be “financially literate” and at least one member shall be an “audit committee financial expert” with “accounting or related financial management expertise.”

Primary Committee Responsibilities

1. Financial Reporting

Independent Accountants

Annual Audits

Internal Controls and Risk Assessment

Ethics and Compliance Program Oversight

Reporting Responsibilities

Other Responsibilities and Authority

Structure and Operations