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EX-10 - AGREEMENT AND AMENDMENT DATED FEBRUARY 10, 2012 - QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. | rrd332547_37090.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))
On February 10, 2012, the Company and WB QT entered into an Agreement and Amendment ("Agreement and Amendment") to, among other things, amend the terms of the Consent Fee Note. The material amendments to the Consent Fee Note are as follows:
1. The Company can settle payment demands using shares of its common stock as long as the volume weighted average price ("VWAP") per share for the three trading days preceeding a payment demand is at least $0.95. Prior to the execution of the Agreement and Amendment, the VWAP had to be at least $2.00 per share in order for the Company to have the right to settle a payment demand in shares.
2. After taking into account the $700,000 payment demand described above, the aggregate amount of payment demands that WB QT can make prior to April 10, 2012 is limited to $600,000.
3. With respect to the $700,000 payment demand described above and for the next $600,000 of payment demands, a deemed VWAP price of $0.9524 per share was/will be used to determine the number of shares to be delivered in settlement of the payment demand if the Company's elects to settle the demand in shares.
The foregoing description of the Agreement and Amendment does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 hereto, which is incorporated herein by reference.
After settlement of the $700,000 payment demand, the remaining balance due on the Consent Fee Note is $1,690,000.
The Payment Shares were issued in a transaction exempt from registration pursuant to an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.
QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.
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Date: February 13, 2012
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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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Agreement and Amendment dated February 10, 2012
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