0001193125-07-266602 Sample Contracts

PLAN NAME: The Executive Nonqualified Excess Plan of Quantum Fuel Systems Technologies Worldwide, Inc. TRUST AGREEMENT
Trust Agreement • December 17th, 2007 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Delaware

THIS TRUST AGREEMENT (“Agreement”), made as of the day of , , by and between Quantum Fuel Systems Technologies Worldwide, Inc. (“Employer”) and Delaware Charter Guarantee & Trust Company, conducting business as Principal Trust Company (“Trustee”).

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THE EXECUTIVE NONQUALIFIED “EXCESS” PLAN ADOPTION AGREEMENT
Adoption Agreement • December 17th, 2007 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories
Service Agreement – Advantage Nonqualified Mutual Fund Financing
Quantum Fuel Systems Technologies Worldwide Inc • December 17th, 2007 • Motor vehicle parts & accessories • North Carolina

This agreement is made this 1st day of November, 2007, between Principal Life Insurance Company, an Iowa corporation, located at 711 High Street, Des Moines, IA 50392 and Quantum Fuel Systems Technologies Worldwide, Inc., located at 17872 Cartwright Rd., Irvine, CA 92614 (“Company”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 17th, 2007 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Minnesota

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) made and entered into as of September 13, 2007, is by and between Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (the “Borrower”), the Lenders 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”).

WAIVER AND AGREEMENT
Waiver and Agreement • December 17th, 2007 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories

THIS WAIVER AND AGREEMENT (“Waiver”) is dated effective December 14, 2007, by and between WB QT, LLC, a Delaware limited liability company (“Lender”) and Quantum Fuel Systems Technologies Worldwide, Inc., a Delaware corporation (“Borrower”).

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