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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 28th, 2006 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • New York
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.
COMMON STOCK PURCHASE WARRANT To Purchase Up To Shares of the Common Stock of Quantum Fuel Systems Technologies Worldwide, Inc.Common Stock Purchase Warrant • July 28th, 2006 • Quantum Fuel Systems Technologies Worldwide Inc • 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 $ per share, all on and subject to the terms and conditions hereinafter set forth.
AGREEMENT AND PLAN OF MERGER by and among Quantum Fuel Systems Technologies Worldwide, Inc., Regency Acquisition Co., LLC, Regency Conversions, Inc., and the Shareholders listed on the Signature Pages heretoAgreement and Plan of Merger • July 28th, 2006 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Michigan
This AGREEMENT AND PLAN OF MERGER is made and entered into this 8th day of February, 2006 (this “Agreement”) by and among Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (“Parent”), Regency Acquisition Co., LLC, a Michigan limited liability company (“Acquisition Subsidiary”), Regency Conversions, Inc., a Texas corporation (the ”Company”) and the shareholders of the Company listed on the signature pages attached to this Agreement (the “Shareholders”).
SECURITY AGREEMENT (Securities Account)Security Agreement • July 28th, 2006 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Michigan
As of May 19, 2006, for value received, the undersigned (“Debtor”) grants to Comerica Bank, as Agent (“Agent”), a Michigan banking corporation, a continuing security interest in the Collateral (as defined below) to secure payment when due, whether by stated maturity, demand acceleration or otherwise, of all existing and future indebtedness (“Indebtedness”) to the Agent and the Banks (as defined in the Credit Agreement more particularly described in Section 7 of Tecstar Automotive Group, Inc. (individually and collectively, the “Borrower”) and/or Debtor. Indebtedness includes without limit any and all obligations or liabilities of the Borrower and/or Debtor to the Banks, whether absolute or contingent, direct or indirect, voluntary or involuntary, liquidated or unliquidated, joint or several, known or unknown; any and all obligations or liabilities for which the Borrower and/or Debtor would otherwise be liable to the Banks were it not for the invalidity or unenforceability of them by re
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • July 28th, 2006 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Ontario
This Amended and Restated Loan Agreement is made as of May 19, 2006, between TECSTAR MANUFACTURING CANADA LIMITED as Borrower and COMERICA BANK, a Michigan banking corporation and authorized foreign bank under the Bank Act (Canada) through its Canadian Branch carrying on business under the name Comerica Bank, Canada Branch, as Lender.
GuarantyGuaranty • July 28th, 2006 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Michigan
As of May 19, 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 Tecstar Manufacturing Canada Limited (“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; any and all amendments, modifications, renewals and/or extensions of any of the above; and all costs of col
AGREEMENTAgreement • July 28th, 2006 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Michigan
Agreement dated June 30, 2006 between Tecstar Automotive Group, Inc., an Indiana corporation (“Assignee”) and Comerica Bank, a Michigan banking corporation (“Assignor”).
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • July 28th, 2006 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Indiana
This Amendment No. 1 to Credit Agreement and Waiver (“Amendment”) dated as of June 30, 2006 by and among the lenders signatories hereto (“Banks”), Comerica Bank as agent for the Banks (in such capacity, “Agent”), and Tecstar Automotive Group, Inc., an Indiana corporation (“Company”).
Security AgreementSecurity Agreement • July 28th, 2006 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Ontario
As of May 19, 2006, for value received, TECSTAR MANUFACTURING CANADA LIMITED, a Nova Scotia limited company (“Company”) grants to COMERICA BANK, a Michigan banking corporation and an authorized foreign bank under the Bank Act (Canada), as Agent for the Banks (as defined below) (in such capacity the “Agent”), by way of mortgage, charge and transfer, a continuing security interest in all present and after acquired personal property and undertaking of Company including, without limitation, the Collateral (as defined below) on the terms set out in this Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) to secure payment when due, whether by stated maturity, demand, acceleration or otherwise, of all existing and future indebtedness of Company to the Agent and the Banks (“Indebtedness”). “Banks” shall mean the lenders from time to time party to the Second Amended and Restated Credit Agreement dated as of May 19, 2006 by and among
SECURITY AGREEMENTSecurity Agreement • July 28th, 2006 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories
This SECURITY AGREEMENT (“Security Agreement”) is made as of this 19th day of May, 2006 by and among Tecstar Automotive Group, Inc. (formerly known as Starcraft Corporation), an Indiana corporation (the “Borrower”), Tecstar, L.P., an Indiana limited partnership, Wheel to Wheel, LLC, an Indiana corporation, Starcraft Automotive Group, Inc., an Indiana corporation, Powertrain Integration, LLC, an Indiana limited liability company, Classic Design Concepts, LLC, an Indiana limited liability company, Tecstar Partners, LLC, an Indiana limited liability company, Wheel to Wheel Powertrain, LLC, a Michigan limited liability company, Quantum Fuel Systems Technologies Worldwide, Inc. (“Quantum”), Regency Conversions, LLC, a Michigan limited liability company, Quantum Performance, LLC, a Michigan limited liability company, Unique Performance Concepts, LLC, a Michigan limited liability company, Performance Concepts, LLC, a Michigan limited liability company, Troy Tooling, LLC, a Michigan limited li
GUARANTYGuaranty • July 28th, 2006 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Michigan
This GUARANTY is made as of this 19th day of May, 2006, by the undersigned, Tecstar, L.P., an Indiana limited partnership, Wheel to Wheel, LLC, a Michigan limited liability company, Starcraft Automotive Group, Inc., an Indiana corporation, Powertrain Integration, LLC, an Indiana limited liability company, Classic Design Concepts, LLC, an Indiana limited liability company, Tecstar Partners, LLC, an Indiana limited liability company, Wheel to Wheel Powertrain, LLC, a Michigan limited liability company, Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (“Quantum”) , Regency Conversions, LLC, a Michigan limited liability company, Quantum Performance, LLC, a Michigan limited liability company, Unique Performance Concepts, LLC, a Michigan limited liability company, Performance Concepts, LLC, a Michigan limited liability company, Troy Tooling, LLC, a Michigan limited liability company, Empire Coach Enterprises, LLC, a Michigan limited liability company, and any other P
TECSTAR AUTOMOTIVE GROUP, INC. SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 19, 2006 COMERICA BANK AS AGENTCredit Agreement • July 28th, 2006 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Michigan
