QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. 10,526,315 Shares of Common Stock, $0.02 par value and Warrants to Purchase 6,315,789 Shares of Common Stock, $0.02 par value Underwriting AgreementQuantum Fuel Systems Technologies Worldwide, Inc. • December 16th, 2011 • Motor vehicle parts & accessories • New York
Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for which Merriman Capital, Inc. and J.P. Turner & Company, L.L.C. are acting as representatives (the “Representatives”), an aggregate of 10,526,315 shares of common stock, par value $0.02 per share, of the Company (the “Underwritten Shares”) and warrants to purchase an aggregate of 6,315,789 shares of common stock of the Company (the “Underwritten Warrants” and, together with the Underwritten Shares, the “Underwritten Securities”) and, at the option of the Underwriters, up to an additional 1,509,062 shares of common stock of the Company (the “Option Shares”) and additional warrants to purchase up to an aggregate of 905,437.2 shares of common stock of the Company (the “Option Warrants” and, together with the Option Shares, the “Option Securities”). The Underwritten Shares and the Option Shares
WARRANT AGREEMENT SERIES A WARRANTSWarrant Agreement • December 16th, 2011 • Quantum Fuel Systems Technologies Worldwide, Inc. • Motor vehicle parts & accessories • Delaware
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December , 2011, is entered into by and between Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (“Quantum” or the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation (the “Warrant Agent”).
