EXHIBIT 10.27
THIS AGREEMENT made as of the 27th day of June, 2003.
BY AND BETWEEN:
QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.,
a body corporate organized and existing under
the laws of the State of Delaware, U.S.A.
(hereinafter referred to as “ Quantum ”)
-and-
ENBRIDGE INC.,
a body corporate organized and existing under
the federal laws of Canada
(hereinafter referred to as “ Enbridge ”)
ASSUMPTION AGREEMENT
WHEREAS:
A.
Global and Enbridge previously entered into a written Joint Development Agreement as of July 31, 2000, a copy
of which is attached hereto as Schedule “A” (hereinafter referred to as the “Joint Development Agreement”);
B.
Pursuant to a written subscription agreement dated July 31, 2000 (the “Subscription Agreement”), Enbridge
acquired One Million (1,000,000) Cumulative Redeemable Convertible Preferred Shares, Series 2, of Global (the
“Preferred Shares”);
C.
Pursuant to a written Combination Agreement made between Quantum and Global as of April 8, 2003 (the
“Combination Agreement”), Quantum has agreed to acquire all of the outstanding common shares of Global by
way of a plan of arrangement;
D.
Notwithstanding the Combination Agreement, Enbridge shall continue to hold the Preferred Shares;
E.
Pursuant to the Put Agreement, Enbridge has been granted an option by Quantum entitling Enbridge to require
Quantum to purchase the Preferred Shares) for cash in a sum equal to Fifteen Million ($15,000,000.00) Dollars in
lawful currency of Canada plus any accrued and unpaid dividends to the effective date of closing of the Put as
set forth in further detail in the Put
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by each
of the Parties hereto, each hereby covenants, agrees and declares as follows:
ARTICLE 1
DEFINITIONS
Agreement;
F.
The Parties