QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. 10,526,315 Shares of Common Stock, $0.02 par value and Warrants to Purchase 6,315,789 Shares of Common Stock, $0.02 par value Underwriting AgreementQuantum Fuel Systems Technologies Worldwide, Inc. • December 16th, 2011 • Motor vehicle parts & accessories • New York
Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for which Merriman Capital, Inc. and J.P. Turner & Company, L.L.C. are acting as representatives (the “Representatives”), an aggregate of 10,526,315 shares of common stock, par value $0.02 per share, of the Company (the “Underwritten Shares”) and warrants to purchase an aggregate of 6,315,789 shares of common stock of the Company (the “Underwritten Warrants” and, together with the Underwritten Shares, the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional 1,509,062 shares of common stock of the Company (the “Option Shares”) and additional warrants to purchase up to an aggregate of 905,437.2 shares of common stock of the Company (the “Option Warrants” and, together with the Option Shares, the “Option Securities”). The Underwritten Shares and the Option Shares
EXHIBIT 1.1 FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2002 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Massachusetts
ARTICLE 1 SERVICESTransition Services Agreement • July 29th, 2002 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • California
2,050,000 Shares1 QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. Common Stock, $0.02 par value per share PURCHASE AGREEMENTPurchase Agreement • February 14th, 2014 • Quantum Fuel Systems Technologies Worldwide, Inc. • Motor vehicle parts & accessories • New York
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • August 19th, 2013 • Quantum Fuel Systems Technologies Worldwide, Inc. • Motor vehicle parts & accessories • New York
Quantum Fuel Systems Technologies Worldwide, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Manager”) as follows:
EXHIBIT 10.21 INDEMNIFICATION AGREEMENT ------------------------- This INDEMNIFICATION AGREEMENT (this "Agreement") is made and entered into this ____ day of ________________, 2002 by and between Quantum Fuel Systems Technologies Worldwide, Inc., a...Indemnification Agreement • December 5th, 2002 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Delaware
COMMON STOCK PURCHASE WARRANTQuantum Fuel Systems Technologies Worldwide, Inc. • May 24th, 2013 • Motor vehicle parts & accessories • Delaware
THIS IS TO CERTIFY THAT Bridge Bank, National Association or registered assigns (the “Holder”), is entitled, during the Exercise Period (as hereinafter defined), to purchase from Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the “Company”), the Warrant Stock (as hereinafter defined), in whole or in part, at a purchase price of $0.62 per share, all on and subject to the terms and conditions hereinafter set forth.
MEMORANDUM OF UNDERSTANDING And TEAMING AGREEMENT By, between and among Cordant Technologies Inc., Thiokol Propulsion and IMPCO Technologies Inc.Teaming Agreement • February 13th, 2002 • Quantum Fuel Systems Technologies Worldwide Inc
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NET AIR COMMERCIAL REAL ESTATE ASSOCIATIONQuantum Fuel Systems Technologies Worldwide Inc • January 26th, 2010 • Motor vehicle parts & accessories
FIRST AMENDMENT TO STOCK TRANSFER AGREEMENTStock Transfer Agreement • July 29th, 2002 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Delaware
EXHIBIT 10.1 CONTRIBUTION AND DISTRIBUTION AGREEMENTContribution and Distribution Agreement • July 29th, 2002 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • California
COMMON STOCK PURCHASE WARRANT To Purchase Up To [*] Shares of the Common Stock of Quantum Fuel Systems Technologies Worldwide, Inc.Quantum Fuel Systems Technologies Worldwide, Inc. • August 24th, 2011 • Motor vehicle parts & accessories • New York
THIS IS TO CERTIFY THAT [*], or registered assigns (the "Holder"), is entitled, during the Exercise Period (as hereinafter defined), to purchase from Quantum Fuel Systems Technologies Worldwide, Inc, a Delaware corporation (the "Company"), the Warrant Shares (as hereinafter defined), in whole or in part, at a purchase price of $3.85 per share, all on and subject to the terms and conditions hereinafter set forth.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 1st, 2006 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made on ________________, 2006 by and between Quantum Fuel Systems Technologies Worldwide, Inc. ("Quantum" or the "Company") and Jeffrey P. Beitzel ("Employee"). Capitalized terms not otherwise defined in the body of this Agreement shall have the meanings specified in Section 5 hereof.
STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NETQuantum Fuel Systems Technologies Worldwide Inc • November 17th, 2008 • Motor vehicle parts & accessories
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2006 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Michigan
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made on , 2006 by and between Tecstar Automotive Group, Inc. (“Tecstar” or the “Company”) and Douglass C. Goad (“Employee”). Capitalized terms not otherwise defined in the body of this Agreement shall have the meanings specified in Section 5 hereof.
QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. BRIDGE BANK, NATIONAL ASSOCIATION LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 10th, 2012 • Quantum Fuel Systems Technologies Worldwide, Inc. • Motor vehicle parts & accessories • California
This LOAN AND SECURITY AGREEMENT is entered into as of May 7, 2012, by and between BRIDGE BANK, NATIONAL ASSOCIATION (“Bank”) and QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. (“Borrower”).
COMMON STOCK PURCHASE WARRANT To Purchase Up To ____ Shares of the Common Stock of Quantum Fuel Systems Technologies Worldwide, Inc.Quantum Fuel Systems Technologies Worldwide, Inc. • July 26th, 2012 • Motor vehicle parts & accessories • Delaware
THIS IS TO CERTIFY THAT ___________, or registered assigns (the "Holder"), is entitled, during the Exercise Period (as hereinafter defined), to purchase from Quantum Fuel Systems Technologies Worldwide, Inc, a Delaware corporation (the "Company"), the Warrant Stock (as hereinafter defined), in whole or in part, at a purchase price of $0.89 per share, all on and subject to the terms and conditions hereinafter set forth.
SUBSCRIPTION AGREEMENTSubscription Agreement • July 26th, 2012 • Quantum Fuel Systems Technologies Worldwide, Inc. • Motor vehicle parts & accessories • Delaware
This Subscription Agreement (this "Agreement"), dated as of July 25, 2012, is made by and among Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the "Company"), and the investors identified on Annex I (each an "Investor," and collectively, the "Investors").
AT THE MARKET OFFERING AGREEMENT December 28, 2012At the Market Offering Agreement • December 28th, 2012 • Quantum Fuel Systems Technologies Worldwide, Inc. • Motor vehicle parts & accessories • New York
Quantum Fuel Systems Technologies Worldwide, Inc., a corporation organized under the laws of Delaware (the "Company"), confirms its agreement (this "Agreement") with Ascendiant Capital Markets, LLC (the "Manager") as follows:
THE SECURITY REPRESENTED BY THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER...Quantum Fuel Systems Technologies Worldwide Inc • May 4th, 2010 • Motor vehicle parts & accessories • Delaware
THIS NOTE AMENDS AND RESTATES THAT CERTAIN CONVERTIBLE PROMISSORY NOTE DATED AUGUST 3, 2009, IN THE ORIGINAL PRINCIPAL AMOUNT OF $6,639,058, (THE "PRIOR NOTE") ISSUED BY THE UNDERSIGNED TO THE ORDER OF WB QT, LLC (THE "HOLDER"). THE PRINCIPAL AMOUNT OF THIS NOTE IS NET OF ANY CONVERSIONS AND PAYMENTS OF PRINCIPAL SINCE THE DATE OF THE ISSUANCE OF THE PRIOR NOTE. IT IS EXPRESSLY INTENDED, UNDERSTOOD AND AGREED THAT THIS NOTE SHALL REPLACE THE PRIOR NOTE AS EVIDENCE OF SUCH INDEBTEDNESS OF THE UNDERSIGNED TO THE HOLDER, AND SUCH INDEBTEDNESS OF THE UNDERSIGNED TO THE HOLDER HERETOFORE REPRESENTED BY THE PRIOR NOTE, AS OF THE DATE HEREOF, SHALL, TO THE EXTENT NOT ALREADY PAID, BE CONSIDERED OUTSTANDING HEREUNDER FROM AND AFTER THE DATE HEREOF AND SHALL NOT BE CONSIDERED PAID (NOR SHALL THE UNDERSIGNED'S OBLIGATION TO PAY THE SAME BE CONSIDERED DISCHARGED OR SATISFIED) AS A RESULT OF THE ISSUANCE OF THIS NOTE.
COMMON STOCK PURCHASE WARRANT A To Purchase Up To Shares of the Common Stock of Quantum Fuel Systems Technologies Worldwide, Inc.Quantum Fuel Systems Technologies Worldwide Inc • July 20th, 2007 • Motor vehicle parts & accessories • New York
THIS IS TO CERTIFY THAT ________________________, or registered assigns (the “Holder”), is entitled, during the Exercise Period (as hereinafter defined), to purchase from Quantum Fuel Systems Technologies Worldwide, Inc, a Delaware corporation (the “Company”), the Warrant Stock (as hereinafter defined), in whole or in part, at a purchase price of $2.09 per share, all on and subject to the terms and conditions hereinafter set forth.
Exhibit 10.20 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made on September 1, 2002 by and between QUANTUM Fuel Systems Technologies World Wide, Inc. ("QUANTUM") and Brian Olson ("Employee"). Capitalized terms not otherwise defined in this...Employment Agreement • September 16th, 2002 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • California
SECURITY AGREEMENTSecurity Agreement • March 11th, 2008 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Minnesota
THIS SECURITY AGREEMENT (this “Agreement”), dated as of January 16, 2008, is made and given by TECSTAR AUTOMOTIVE GROUP, INC., an Indiana corporation (the “Grantor”) to WB QT, LLC, a Delaware limited liability company (the “Secured Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2014 • Quantum Fuel Systems Technologies Worldwide, Inc. • Motor vehicle parts & accessories • California
THIS EMPLOYMENT AGREEMENT is made and entered into as of the Execution Date set forth on the signature page hereof, by and between Quantum Fuel Systems Technologies Worldwide, Inc. (the “Company”) and Mark Arold (the “Employee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 9th, 2005 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories
This Amended and Restated Employment Agreement (“Agreement”), made and dated as of March 3, 2005 (“Effective Date”), is by and between Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (“Employer”), and Michael H. Schoeffler, a resident of Elkhart County, Indiana (“Employee”).
BRIDGE NOTE AND WARRANT PURCHASE AGREEMENTBridge Note and Warrant Purchase Agreement • August 24th, 2011 • Quantum Fuel Systems Technologies Worldwide, Inc. • Motor vehicle parts & accessories • New York
This Bridge Note and Warrant Purchase Agreement (this "Agreement"), dated as of August 23, 2011, is made by and among Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the "Company"), and the investors identified on Annex I (the "Bridge Investors"; the Bridge Investors are each individually referred to herein as a "Bridge Investor").
Securities Purchase AgreementSecurities Purchase Agreement • February 17th, 2011 • Quantum Fuel Systems Technologies Worldwide, Inc. • Motor vehicle parts & accessories • New York
The undersigned investor (the "Investor") hereby confirms Investor's agreement with Quantum Fuel Systems Technologies Worldwide, Inc. (the "Company") as follows:
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • June 15th, 2011 • Quantum Fuel Systems Technologies Worldwide, Inc. • Motor vehicle parts & accessories • California
THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of June 14, 2011, by and among Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the "Company"), and the subscriber identified on the signature page hereto ("Subscriber").
GuarantyGuaranty • December 18th, 2006 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Michigan
As of December 13, 2006, the undersigned, for value received, unconditionally and absolutely guarantee(s) to Comerica Bank (“Bank”), a Michigan banking corporation, payment when due, whether by stated maturity, demand, acceleration or otherwise, of all existing and future indebtedness (“Indebtedness”) to the Bank of Wheel to Wheel, LLC, an Indiana limited liability company, successor by reason of merger to Wheel to Wheel, Inc., a Michigan corporation (“Borrower”). Indebtedness includes without limit any and all obligations or liabilities of the Borrower to the Bank, whether absolute or contingent, direct or indirect, voluntary or involuntary, liquidated or unliquidated, joint or several, known or unknown; any and all indebtedness, obligations or liabilities for which Borrower would otherwise be liable to the Bank were it not for the invalidity, irregularity or unenforceability of them by reason of any bankruptcy, insolvency or other law or order of any kind, or for any other reason; an
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2007 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • New York
This Registration Rights Agreement (the “Agreement”) is made as of the date set forth below between Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the “Company”), and the purchasers of its Common Stock (as defined below) pursuant to a Securities Purchase Agreement dated as of the date hereof (each in “Investor” and, collectively, the “Investors”). Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Securities Purchase Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2011 • Quantum Fuel Systems Technologies Worldwide, Inc. • Motor vehicle parts & accessories • Delaware
This Registration Rights Agreement (the "Agreement") is made and entered into as of this _____ day of ____________, 2011 by and among Quantum Fuel Systems Technologies Worldwide, Inc. a Delaware corporation (the "Company"), [Placement Agent], a __________________ ("Placement Agent"), and certain accredited investors purchasing convertible notes and warrants of the Company offered in a private placement (the "Offering") by the Company.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 28th, 2006 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • New York
The undersigned investor (the “Investor”) hereby confirms Investor’s agreement with Quantum Fuel Systems Technologies Worldwide, Inc. (“Quantum” or the “Company”) as follows:
EXHIBIT 10.1 CONTRIBUTION AND DISTRIBUTION AGREEMENTContribution and Distribution Agreement • February 13th, 2002 • Quantum Fuel Systems Technologies Worldwide Inc • California
QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT January 16, 2008Convertible Note Purchase Agreement • January 17th, 2008 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Minnesota
Company’s outstanding shares and/or options, in the aggregate, in any twelve-month period), (b) the issuance of securities upon the exercise or exchange of or conversion of any securities issued pursuant to the Note and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities, and (c) the issuance of securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided any such issuance shall only be to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with or complementary to the business of the Company and in which the Company receives benefits in addition to the in
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2006 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • New York
This Registration Rights Agreement (the “Agreement”) is made as of the date set forth below between Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the “Company”), and the purchasers of its Common Stock (as defined below) pursuant to a Securities Purchase Agreement dated as of the date hereof (each in “Investor” and, collectively, the “Investors”). Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Securities Purchase Agreement.
