PROMISSORY
NOTE
U.S. $2,196,150
September 26,
2008
FOR VALUE RECEIVED, the undersigned, asola Advanced and
Automotive Solar Systems GmbH, a German limited liability company
(the "Borrower"), hereby promises to pay to the order of Quantum
Fuel Systems Technologies Worldwide, Inc., a Delaware corporation
(the "Lender"), the principal amount of Two Million One Hundred
Ninety Six Thousand One Hundred Fifty U.S. Dollars (US $2,196,150),
together with interest thereon at a rate of six percent (6%) per
year, payable in accordance with the terms of this Promissory Note
("Note").
Interest on the unpaid
principal shall be due and payable on the first day of each month
commencing on November 1, 2008. The entire unpaid principal plus
any accrued but unpaid interest shall be due and payable on March
31, 2010 ("Maturity Date"), provided that, if prior to the Maturity
Date the Borrower completes one or more capital raise transactions
which in the aggregate result in the Borrower's receipt of more
than Twenty Million Euro (EUR 20,000,000), then the Lender
shall have the right to demand the repayment of all or part of the
outstanding principal and accrued interest due under this Note.
Borrower shall use the proceeds from this loan solely for the
purpose of paying Borrower's 1.5 million euro share of the 3.0
million euro second advance payment installment due under that
certain Contract for the Delivery of Solar Cells, dated on or
around November 1, 2007, between Borrower and ersol Solar Energy AG
("Permitted Use").
Borrower may repay all or part of the outstanding amount due under
this Note at any time, without penalty. All payments on this Note
shall be applied first to accrued interest on the unpaid principal
balance of this Note and any excess shall be applied against the
principal balance. The entire principal and any accrued interest
(or such amount set forth in the Lender's demand) shall be
immediately due and payable upon a "Default" (as hereinafter
defined) by Borrower hereunder.
Borrower's obligations under this Note are guaranteed by ConSolTec
GmbH ("Guarantor"), the majority shareholder of Borrower.
ConSolTec's guaranty is secured by a pledge of all of shares of
common stock in Quantum Solar Energy, Inc. now owned or hereafter
acquired by ConSolTec. To the extent that any of the obligations
due under this Note are paid or otherwise satisfied by the
Guarantor, Borrower's obligations under this Note shall be reduced
by the amount collected by the Lender from the Guarantor.
For purposes of this
Note, the following events shall constitute a "Default": (a)
Borrower fails to pay any interest and/or principal under this Note
when due, (b) Borrower uses the proceeds from this loan for any
purpose other than the Permitted Used, (c) Borrower becomes
insolvent or unable to pay its debts as they become due, or (d) the
filing by or against Borrower of bankruptcy, receivership,
insolvency, arrangement, reorganization or similar proceeding.
Borrower further agrees to pay reasonable costs, expenses and
attorneys' fees paid or incurred by Lender or any
