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 • August 6th, 2009 • Motor vehicle parts & accessories • Delaware
THIS NOTE AMENDS AND RESTATES THAT CERTAIN CONVERTIBLE PROMISSORY NOTE DATED JULY 10, 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 PRIOR NOTE WAS ISSUED IN EXCHANGE FOR THE AMOUNTS OUTSTANDING UNDER THE TERM LOAN (INCLUDING TERM ADVANCES THEREUNDER) (COLLECTIVELY, THE "TERM LOAN") ISSUED UNDER THAT CERTAIN CREDIT AGREEMENT DATED AS OF JANUARY 31, 2007, AS AMENDED THROUGH THE DATE HEREOF (THE "CREDIT AGREEMENT"), BY AND BETWEEN THE COMPANY AND THE PURCHASER. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THIS NOTE AS AMENDED AND RESTATED SHALL REPLACE THE TERM LOAN AS EVIDENCE OF SUCH INDEBTEDNESS OF THE UNDERSIGNED TO THE PURCHASER, AND SUCH INDEBTEDNESS OF THE UNDERSIGNED TO THE PURCHASER HERETOFORE REPRESENTED BY THE TERM LOAN, AS OF THE DATE HEREOF, SHALL BE CONSIDERED OUTSTANDING HEREUNDER FROM AND AFTER THE DATE HEREOF AND SHALL NOT BE CONSIDERED PAID (NOR SHALL THE UNDERSIGNED'S OBLIGA
ContractConvertible Note Purchase Agreement • August 6th, 2009 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Delaware
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 THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. THE TRANSFER OF THIS SECURITY IS ALSO SUBJECT TO THE CONDITIONS SPECIFIED IN THE NOTE PURCHASE AGREEMENT, DATED AS OF JANUARY 16, 2008, AS AMENDED AND MODIFIED FROM TIME TO TIME, BETWEEN QUANTUM FUEL SYSTEMS TECHNOL
