QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.
OSLER, HOSKIN & HARCOURT LLP
JULY 26, 2010
THIS AGREEMENT is made as of July 26, 2010
NOW THEREFORE , the Parties agree as follows:
DEFINITIONS AND PRINCIPLES OF INTERPRETATION
As used in this Agreement including the recitals hereto, the following terms have the following meanings:
“ 1933 Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations
“ 1934 Act ” means the United States Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder;
“ Affiliate ” has the meaning given in National Instrument 45-106 – Prospectus and Registration
QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. , a
corporation existing under the laws of the State of Delaware (“ Quantum ”)
– and –
OSLER, HOSKIN & HARCOURT LLP , a limited liability partnership existing
under the laws of the Province of Ontario (“ Osler ”)
A. Schneider Power Inc. (“ Schneider ”), a wholly-owned subsidiary of Quantum, owes Cdn.$600,000 (the “
Legal Fees ”) to Osler in respect of legal services provided by Osler to Schneider in connection with the
acquisition of all of the issued and outstanding shares of Schneider by Quantum.
B. Quantum has agreed to sell to Osler, and Osler has agreed to purchase from Quantum, the Purchased
Shares (as defined below), on the terms and subject to the conditions of this Agreement, in full satisfaction
of the Legal Fees.
B. The Parties confirm that they are acting for business purposes.
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“ Agreement ” means this subscription agreement and all schedules and instruments in amendment or
confirmation of it; “ hereof ”, “ hereto ” and “ hereunder ” and similar expressions mean and refer to this
Agreement and not to any particular Article, Section or Sc