Attached files
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EX-10.2 - NOTE - QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. | rrd287383_33138.htm |
EX-10.3 - WARRANT - QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. | rrd287383_33139.htm |
EX-10.1 - NOTE AND WARRANT PURCHASE AGREEMENT - QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. | rrd287383_33137.htm |
DE
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33-0933072
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
The Purchase Agreement contains customary representations, warranties, conditions to closing and covenants including, without limitation, a $10 million debt limitation covenant; provided, however, debt subordinated to the Bridge Notes, customary trade payables incurred in the ordinary course of business, any loans from the California Energy Commission, and project financing for wind and solar development projects are excluded from the $10 million debt limitation covenant. The Purchase Agreement provides the Investors with piggyback registration rights for the shares underlying the Warrants (the "Warrant Shares"). The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the complete terms of such Purchase Agreement, the form of which is filed herewith as Exhibit 10.1, which are incorporated herein by reference.
The Notes have an interest rate of 15% per year. Principal and accrued interest is due and payable on December 31, 2010 (the "Maturity Date"). The Notes are subordinate to the Registrant's senior secured indebtedness but senior to all future indebtness of the Registrant. The Notes also contain customary and standard anti-dilution provisions. The foregoing description of the Note is qualified in its entirety by reference to the complete terms of such Notes, the form of which is filed herewith as Exhibit 10.2, which are incorporated herein by reference.
The Investors received five-year Warrants to purchase up to 724,065 shares of the Registrant's common stock (the "Warrant Shares") at $0.67 per share. The Warrants contain standard and customary anti-dilution provisions and may be exercised on a cashless basis unless the shares underlying the Warrants at the time of exercise are covered by an effective resale registration statement, in which case they must be exercised for cash. The foregoing description of the Warrants is qualified in its entirety by reference to the complete terms of such Warrants, the form of which is filed herewith as Exhibit 10.3, which are incorporated herein by reference.
The Registrant paid its placement agent a cash fee of approximately $554,500.
The Notes, Warrants and Warrant Shares (collectively, the "Securities") have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act or any applicable state securities laws.
As a result of the transaction described above, a weighted average anti-dilution provision contained in warrants issued by the Registrant on August 19, 2008 (the "August 2008 Warrants) was triggered. The exercise price for the August 2008 Warrants was reset from $2.8936 to $2.8845 and the number of shares subject to the August 2008 Warrants increased from approximately 18.7 million to 18.73 million.
QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.
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Date: October 19, 2010
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By:
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/s/ W. Brian Olson
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W. Brian Olson
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Chief Financial Officer
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Exhibit No.
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Description
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EX-10.1
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Note and Warrant Purchase Agreement
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EX-10.2
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Note
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EX-10.3
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Warrant
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