0001181431-11-000521 Sample Contracts

COMMON STOCK PURCHASE WARRANT To Purchase Up To 5,555,555 Shares of the Common Stock of Quantum Fuel Systems Technologies Worldwide, Inc.
Quantum Fuel Systems Technologies Worldwide, Inc. • January 4th, 2011 • Motor vehicle parts & accessories • New York

THIS IS TO CERTIFY THAT WB QT, LLC, 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 Shares (as hereinafter defined), in whole or in part, at a purchase price of $0.45 per share, all on and subject to the terms and conditions hereinafter set forth.

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AMENDMENT TO CONVERTIBLE NOTES
Convertible Notes • January 4th, 2011 • Quantum Fuel Systems Technologies Worldwide, Inc. • Motor vehicle parts & accessories

This Amendment to the Convertible Notes (as defined below) is made and entered into as of January 3, 2011 by Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the "Company"), and WB QT, LLC, a Delaware limited liability company (the "Purchaser"). The Company is indebted to the Purchaser under the following convertible promissory notes (the "Convertible Notes"):

FORBEARANCE AGREEMENT
Forbearance Agreement • January 4th, 2011 • Quantum Fuel Systems Technologies Worldwide, Inc. • Motor vehicle parts & accessories • Minnesota

This Forbearance Agreement ("Agreement") is entered into effective as of January 3, 2011, by and between WB QT, LLC, a Delaware limited liability company for itself and as agent for the Lenders (the "Senior Lenders") and Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the "Borrower").

NINTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 4th, 2011 • Quantum Fuel Systems Technologies Worldwide, Inc. • Motor vehicle parts & accessories

THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), is made and entered into as of January 3, 2011, by and between Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the "Borrower"), the Lenders that are a party to the Credit Agreement (as defined below), and WB QT, LLC, a Delaware limited liability company, a Lender and as agent for the Lenders (in such capacity, the "Agent").

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