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Title: |
Assumption Agreement |
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Entities: |
Enbridge Inc.; Quantum Fuel Systems Technologies Worldwide Inc.; Enbridge Inc. |
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Date: |
2003 |
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Size: |
14KB total |
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Price: |
$32 |
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ID: |
#147131 |
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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 |
| Agreement; |
| F. | The Parties hereto have agreed that Quantum shall assume the obligations of Global to Enbridge pursuant to the Joint Development Agreement as of the Effective Date hereof and shall be bound by the terms and conditions of the Joint Development Agreement as further set forth in this Agreement; |
| G. | Quantum has agreed, in addition to its agreement to assume the said obligations as set forth herein, to enter into further covenants and agreements with respect to the funding, financing and commercialization of the subject matter of the Joint Development Agreement; and |
| H. | The covenants of Enbridge and Global contained in the Joint Development Agreement shall continue, save and except as varied herein, in full force and effect without release or novation. |
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:
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