AMENDED AND RESTATED BY-LAWS
QUANTUM FUEL SYSTEMS TECHNOLOGIES
Incorporated under the Laws of the State of Delaware
Offices and Records
Section 1.1. Delaware Office. The principal office of the Corporation in the State of Delaware shall be located in
the City of Dover, County of Kent, and the name and address of its registered agent is AmeriSearch Corporate
Section 1.2. Other Offices. The Corporation may have such other offices, either within or without the State of
Delaware, as the Board of Directors may designate or as the business of the Corporation may from time to time
Section 1.3. Books and Records. The books and records of the Corporation may be kept outside the State of
Delaware at such place or places as may from time to time be designated by the Board of Directors.
Section 2.1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such
date and at such time as may be fixed by resolution of the Board of Directors.
Section 2.2. Special Meeting. Except as otherwise required by law or by any Preferred Stock Designation (as
defined in the Corporation's Certificate of Incorporation), special meetings of stockholders of the Corporation for
any purpose or purposes may be called only by (i) the Board of Directors pursuant to a resolution stating the
purpose or purposes thereof approved by a majority of the total number of directors which the Corporation
would have if there were no vacancies (the "Whole Board"), or (ii) the Chief Executive Officer or the Chairman
of the Board, if such an officer be elected, of the Corporation. No business other than that stated in the notice
shall be transacted at any special meeting.
Section 2.3. Place of Meeting. The Board of Directors, the Chief Executive Officer, or the Chairman of the
Board, if such an officer be elected, as the case may be, may designate the place of meeting for any annual
meeting or for an