Attached files
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. 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, 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 September 30, 2011 (the "Maturity Date"). The Notes are subordinate to the Registrant's senior secured indebtedness but senior to all future indebtedness of the Registrant. 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 Warrants have a three year term, 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 $65,000.
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, the anti-dilution provision contained in warrants issued by the Registrant on October 27, 2006 (the "October 2006 Warrants") and on August 19, 2008 (the "August 2008 Warrants") was triggered. The exercise price for the October 2006 Warrants was reset from $3.0510 to $2.9200 and the number of shares subject to the October 2006 Warrants was increased from 1,277,593 to 1,334,908. The exercise price for the August 2008 Warrants was reset from $43.6535 to $43.4074 and the number of shares subject to the August 2008 Warrants increased from 1,237,758 to 1,244,776.
QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.
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Date: May 11, 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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Bridge Note and Warrant Purchase Agreement
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EX-10.2
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Form of Senior Subordinated Promissory Note
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EX-10.3
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Form of Common Stock Purchase Warrant
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