The Quantum Group, Inc.
3420 Fairlane Farms Road, Suite C
Wellington, FL 33414
Tel: 561 798-9800 Fax: 561 296-3456
March 29, 2007
FOR SALE OF BRIDGE SECURITIES
The Quantum Group Inc. (“ QNTM” or the “ Company” ).
High Capital Funding, LLC (" Lead Investor ") and other
persons (collectively “ Purchasers ”). All Purchasers shall be
“accredited investors” as defined in Regulation D under the
Securities Act of 1933, as amended.
Newbridge Securities Corporation (" Newbridge " or "
Placement Agent ")
1451 West Cypress Creek Road, Suite 204
Fort Lauderdale, FL 33309
20 Units consisting of a convertible note (" Bridge Note " )
with a face value of $50,000 and shares of the Company ("
Bridge Shares "), with an over-allotment option to offer up to
an additional 11 Units. The Bridge Notes and Bridge Shares
are herein called the Bridge Securities .
Each Purchaser shall receive the number of Bridge Shares
equal to the principal amount of Bridge Notes purchased
divided by $8.25 or 6,061 Bridge Shares per Unit. See
“Exchange of Bridge Shares” below.
Up to $1,000,000 ($1,550,000 with the over-allotment option).
All proceeds will be deposited in a non-interest bearing escrow
account and shall be released in multiple closings upon the
consent of the Company, the Lead Investor and the
Placement Agent .
Use of Proceeds:
General corporate purposes.
In the event of an event of default under the Bridge Notes , a
default may only be called by holders of at least fifty percent
(50%) of the aggregate principal amount of the Bridge Notes
then outstanding, including the Lead Investor.
The Company shall repay the Bridge Notes and any accrued
interest at the earlier of (a) the closing of the contemplated
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Secondary Public Offering (as defined herein), or (b) June