QTWWD Quantum Fuel Systems Technologies Worldwide, Inc. (MM)

Concurrent with the issuance of the purchase order, the Registrant and General Motors entered into an Agreement in Support of Development (the "Development Agreement") and an Access and Security Agreement ("Access Agreement"). Pursuant to the terms of the Development Agreement and Access Agreement, General Motors was granted certain rights should an Event of Default occur including, without limitation, (i) a security interest in and an option to purchase at orderly liquidation value any equipment and tooling owned by the Registrant and used in connection with the Program, (ii) the right to access the Registrant's premises and use the Registrant's equipment, tooling and employees for a limited period of time in order to continue the Program; provided, however, General Motors shall be obligated to pay all actual costs related thereto, and (iii) a non-exclusive, royalty-free, fully paid, irrevocable, perpetual, worldwide license to use the Registrant's intellectual property embedded in or related to the Program to make, have made, use, produce, manufacture, assemble, package, and distribute any parts created under the Program (the "IP License"); provided, however, if an Event of Default occurs under certain circumstances, then the IP License shall automatically convert to a royalty-bearing license with compensation paid to the Registrant as follows: (i) a one-time lump sum payment of $2.0 million and (ii) a 1% royalty on the purchase price paid by General Motors for any Program part. Events constituting an Event of Default under the Development Agreement and Access Agreement include: (i) Registrant's breach of or refusal to perform its obligations under the purchase order, Development Agreement and/or Access Agreement and failure to cure such breach within a specified cure period ranging from five to thirty days depending on the nature of the breach, (ii) a Chapter 11 bankruptcy petition is filed by or against the Registrant and is subsequently converted to a Chapter 7; or a Chapter 7 petition is filed by or against the Registrant and an order for relief is entered in the Chapter 7 case without the case being converted to a case under Chapter 11 within 30 days of the filing of an involuntary petition; or a receiver or assignee for the benefit of creditors is appointed to oversee the Registrant's assets, (iii) any secured or lien creditor commences a repossession or foreclosure action against a material portion of the Registrant's operating assets, and (iv) the occurrence of an event of default under the Registrant's loan documents with its senior secured lender unless the lender agrees pursuant to a written agreement to forbear from taking action to enforce its rights relating to such default.