Exhibit 10.2
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
TECHNOLOGIES WORLDWIDE, INC. (THE "COMPANY") AND THE PURCHASER PARTY THERETO.
THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITY UNTIL
SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN
REQUEST, A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE
HOLDER HEREOF WITHOUT CHARGE.
THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A CONVERTIBLE NOTE PURCHASE
AGREEMENT, DATED AS OF JANUARY 16, 2008, BY AND BETWEEN THE COMPANY AND THE
INVESTOR REFERRED TO THEREIN (THE "PURCHASE AGREEMENT"), AND THE HOLDER OF THE
NOTE, BY ACCEPTANCE OF THIS NOTE, AGREES TO BE BOUND BY ALL APPLICABLE
PROVISIONS OF THE PURCHASE AGREEMENT.
THIS NOTE AMENDS AND RESTATES THAT CERTAIN CONVERTIBLE PROMISSORY NOTE DATED
JANUARY 16, 2008, IN THE ORIGINAL PRINCIPAL AMOUNT OF $16,195,676.30, AND THAT
CERTAIN CONVERTIBLE PROMISSORY NOTE DATED MAY 30, 2008 (COLLECTIVELY, THE "PRIOR
NOTES") ISSUED BY THE UNDERSIGNED TO THE ORDER OF WHITEBOX QT, LLC. (THE
"HOLDER"). IT IS EXPRESSLY INTENDED, UNDERSTOOD AND AGREED THAT THIS NOTE SHALL
REPLACE THE PRIOR NOTES 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 NOTES, 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. THE PRINCIPAL AMOUNT DUE UNDER THIS NOTE REFLECTS ANY PRINCIPAL
REDUCTIONS RESULTING FROM HOLDER'S CONVERSIONS OF PRINCIPAL THAT OCCURRED
BETWEEN JANUARY 16, 2008 AND THE DATE HEREOF.
QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.
SECOND AMENDED AND RESTATED
CONVERTIBLE PROMISSORY NOTE
July 10, 2009
$7,171,441
QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC., a Delaware corporation (the
"Company"), hereby promises to pay to the order of WB QT, LLC, a Delaware
limited liability company (the "Purchaser"), the principal amount of Seven
Million One Hundred Seventy-One Thousand Four Hundred Forty-One Dollars
($7,171,441) plus the