Attached files
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EX-10 - FORM OF CONVERTIBLE NOTE - QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. | rrd324008_36228.htm |
EX-10 - FORM OF SUBSCRIPTION AGREEMENT - QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. | rrd324008_36227.htm |
EX-10 - FORM OF INVESTOR WARRANT - QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. | rrd324008_36229.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 holders of the Convertible Notes have the right at any time to convert all or part of the outstanding principal amount due under the Convertible Notes into shares of the Company's common stock at a conversion price of $2.7727 per share, subject to customary anti-dilution adjustments for stock splits, stock dividends and similar corporate events. The Convertible Notes mature one year from the date of issuance. Interest is payable in cash on a quarterly basis. The Convertible Notes are subordinate in all respects to the Company's obligations to its senior secured lender. The Company has the right to prepay all or part of the Convertible Notes at any time upon 30 days prior written notice. The Convertible Notes provide for the following events of default: (i) termination of existence of the Company; (ii) appointment of a receiver who is not dismissed within 30 days; (iii) the filing against the Company of a petition under the U. S. Bankruptcy Code or similar law that is not dismissed within 60 days; (iv) the commencement of a voluntary proceeding under the U. S. Bankruptcy Code or similar law; (v) the failure to pay interest on the Convertible Notes within three (3) business days of when due; or (vi) the assignment by the Company for the benefit of creditors. The foregoing description of the Convertible Notes is qualified by reference to the complete terms of such Convertible Notes, the form of which is filed herewith as Exhibit 10.2, which are incorporated herein by reference.
The Company paid its placement agent a cash fee of $340,000 for its services as placement agent in connection with the offering.
The Convertible Notes, Investor Warrants, and shares of common stock issuable upon conversion of the Convertible Notes and exercise of the Investor Warrants (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 registration requirements under the Securities Act or any applicable state securities laws.
QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.
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Date: October 21, 2011
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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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Form of Subscription Agreement
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EX-10.2
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Form of Convertible Note
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EX-10.3
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Form of Investor Warrant
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