0001193125-08-008097 Sample Contracts

SECURITY AGREEMENT
Security Agreement • January 17th, 2008 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Minnesota

THIS SECURITY AGREEMENT (this “Agreement”), dated as of January 16, 2008, is made and given by QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC., a Delaware corporation (the “Grantor”) to WB QT, LLC, a Delaware limited liability company (the “Secured Party”).

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QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC. CONVERTIBLE NOTE PURCHASE AGREEMENT January 16, 2008
Convertible Note Purchase Agreement • January 17th, 2008 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Minnesota

Company’s outstanding shares and/or options, in the aggregate, in any twelve-month period), (b) the issuance of securities upon the exercise or exchange of or conversion of any securities issued pursuant to the Note and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities, and (c) the issuance of securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided any such issuance shall only be to a person which is, itself or through its subsidiaries, an operating company in a business synergistic with or complementary to the business of the Company and in which the Company receives benefits in addition to the in

THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 17th, 2008 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Minnesota

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), made and entered into as of January 16, 2008, 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”).

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