0001181431-11-011021 Sample Contracts

Securities Purchase Agreement
Securities Purchase Agreement • February 17th, 2011 • 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. (the "Company") as follows:

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Registration Rights Agreement
Registration Rights Agreement • February 17th, 2011 • 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 the separate Securities Purchase Agreements dated as of February ___, 2011 (collectively, the "Securities Purchase Agreements") (each such purchaser is referred to herein as an "Investor" and, collectively as the "Investors"). Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Securities Purchase Agreements.

AGREEMENT
Securities Purchase Agreement • February 17th, 2011 • Quantum Fuel Systems Technologies Worldwide, Inc. • Motor vehicle parts & accessories • Minnesota

THIS AGREEMENT (the "Agreement" ) is made effective the __ day of February, 2011, by and between Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware Corporation (the "Company"), and WB QT, LLC, a Delaware limited liability company, for itself and as agent for its affiliates ("WB").

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