0001181431-07-042200 Sample Contracts

COMMON STOCK PURCHASE WARRANT A To Purchase Up To _______________ Shares of the Common Stock of Quantum Fuel Systems Technologies Worldwide, Inc.
Quantum Fuel Systems Technologies Worldwide Inc • June 26th, 2007 • Motor vehicle parts & accessories • New York

THIS IS TO CERTIFY THAT ________________________ , or registered assigns (the "Holder"), is entitled, during the Exercise Period (as hereinafter defined), to purchase from Quantum Fuel Systems Technologies Worldwide, Inc, a Delaware corporation (the "Company"), the Warrant Stock (as hereinafter defined), in whole or in part, at a purchase price of $2.09 per share, all on and subject to the terms and conditions hereinafter set forth.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 26th, 2007 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • New York

This Registration Rights Agreement (the “Agreement”) is made as of the date set forth below between Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the “Company”), and the purchasers of its Common Stock (as defined below) pursuant to a Securities Purchase Agreement dated as of the date hereof (each in “Investor” and, collectively, the “Investors”). Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Securities Purchase Agreement.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 26th, 2007 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • New York

The undersigned investor (the “Investor”) hereby confirms Investor’s agreement with Quantum Fuel Systems Technologies Worldwide, Inc. (“Quantum” or the “Company”) as follows:

WAIVER OF RIGHT OF FIRST REFUSAL
Waiver of Right of First Refusal • June 26th, 2007 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • New York

THIS SETTLEMENT AGREEMENT AND WAIVER OF RIGHT OF FIRST REFUSAL (this “Agreement”) is made and entered into this 22nd day of June, 2007, by and between Quantum Fuel Systems Technologies Worldwide Inc. (“Company”) and each of the undersigned investors (each hereinafter named “Investor” and collectively “Investors”).

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