0001181431-11-036680 Sample Contracts

COMMON STOCK PURCHASE WARRANT To Purchase Up To 450,000 Shares of the Common Stock of Quantum Fuel Systems Technologies Worldwide, Inc.
Quantum Fuel Systems Technologies Worldwide, Inc. • June 15th, 2011 • Motor vehicle parts & accessories • Delaware

THIS IS TO CERTIFY THAT [Placement Agent], 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 $___ per share, all on and subject to the terms and conditions hereinafter set forth.

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FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • June 15th, 2011 • Quantum Fuel Systems Technologies Worldwide, Inc. • Motor vehicle parts & accessories • California

THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of June 14, 2011, by and among Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the "Company"), and the subscriber identified on the signature page hereto ("Subscriber").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 15th, 2011 • Quantum Fuel Systems Technologies Worldwide, Inc. • Motor vehicle parts & accessories • Delaware

This Registration Rights Agreement (the "Agreement") is made and entered into as of this ___ day of June, 2011 by and among Quantum Fuel Systems Technologies Worldwide, Inc. a Delaware corporation (the "Company"), [Placement Agent] ("Placement Agent"), and certain accredited investors purchasing common stock units of the Company offered in a private placement (the "Offering") by the Company.

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