SHARE PUT AND DIVIDEND GUARANTEE AGREEMENT
THIS SHARE PUT AND DIVIDEND GUARANTEE AGREEMENT is dated the 27 th day of June, 2003,
ENBRIDGE INC. (“ Enbridge ”), a corporation incorporated under the federal laws of Canada
QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. (“ Quantum ”), a company incorporated under
the laws of Delaware
(together, the “ Parties ”).
NOW THEREFORE , for good and valuable consideration, the receipt and sufficiency of which each Party acknowledges, the
Parties agree as set forth below.
DEFINITIONS AND PRINCIPLES OF INTERPRETATION
The following words and phrases when capitalized shall have the following meanings.
A. Enbridge owns 1,000,000 Cumulative Redeemable Convertible Preferred Shares, Series 2 in Global Thermoelectric Inc. (“
Pursuant to a combination agreement dated April 8, 2003 between Quantum and Global, as amended (the “ Combination
Agreement ”), Quantum proposes to acquire all of Global’s outstanding common shares by way of plan of arrangement.
Enbridge will maintain its holding of the Preferred Shares (as defined below).
Subject to the closing of the transactions contemplated by the Combination Agreement, the Parties have agreed that
Enbridge shall be guaranteed certain dividend payments on the Preferred Shares and shall have the right to require
Quantum to purchase the Preferred Shares. This share put and dividend guarantee agreement creates such rights and sets
forth the terms and conditions under which the dividends shall be paid and the Put (as defined below) may be exercised.
“ accrued and unpaid dividends ” has the meaning contained in the terms of the Preferred Shares attached as Schedule A to the
Articles of Amendment of the Global Restated Articles of Incorporation.
“ Agreement ” means this share put and dividend guarantee agreement.
“ Balance Sheet ” means the unaudit